Common use of Reduction of Piggyback Registration Clause in Contracts

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares or equity securities of the Company that the Company desires to sell, taken together with (a) the shares or equity securities of the Company, if any, as to which the Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (b) the Registrable Securities as to which a Piggyback Registration has been requested pursuant to this Section 2.2 and (c) the shares or equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to separate written contractual piggyback registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then: (i) If the Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering (A) first, the Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares or other equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or (ii) If the Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering (A) first, Ordinary Shares or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares or of the equity securities of the Company that the Company desires to sell, taken together with (ai) the shares or of equity securities of the Company, if any, as to which the Registration or Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration or Underwritten Offering has been requested pursuant to this Section 2.2 of this Agreement and (ciii) the shares or of equity securities of the Company, if any, as to which inclusion in the Registration or Underwritten Offering has been requested pursuant to separate written contractual piggyback registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then: (ia) If the Registration or Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Registration or Underwritten Offering (A) first, the Ordinary Shares Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.12.2.1 of this Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares Common Stock or other equity securities of the Company, if any, as to which inclusion in the Registration or Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or (iib) If the Registration or Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or Underwritten Offering (A) first, Ordinary Shares Common Stock or other equity securities of the Company, if any, of such requesting persons or entities, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.12.2.1 of this Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities of the Company that the Company desires to sell, taken together with (ai) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 hereof, and (ciii) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, exceeds the Maximum Number of Securities, then: (ia) If if the Underwritten Offering Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, the Ordinary Shares shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; or; (iib) If if the Underwritten Offering Registration or registered offering is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, of such requesting persons or entities, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares the shares of Common Stock or other equity securities of the Company for the account of other persons securities, if any, as to which Registration or entities that the Company is obligated to register a registered offering has been requested pursuant to separate written contractual arrangements with such piggy-back registration rights of persons or entitiesentities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and (c) if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares or equity securities of the Company that the Company desires to sell, taken together with (a) the shares or equity securities of the Company, if any, as to which the Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (b) the Registrable Securities as to which a Piggyback Registration has been requested pursuant to this Section 2.2 hereof and (c) the shares or equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to separate written contractual piggyback registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then: (i) If the Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering (A) first, the Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.12.2.1 hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares or other equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or (ii) If the Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering (A) first, Ordinary Shares or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares or of the equity securities of the Company that the Company desires to sell, taken together with (ai) the shares or of equity securities of the Company, if any, as to which the Registration or Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration or Underwritten Offering has been requested pursuant to this Section 2.2 and (ciii) the shares or of equity securities of the Company, if any, as to which inclusion in the Registration or Underwritten Offering has been requested pursuant to separate written contractual piggyback registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then: (ia) If the Registration or Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Registration or Underwritten Offering (A) first, the Ordinary Shares Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.12.2.1 of this Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; Securities and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares Common Stock or other equity securities of the Company, if any, as to which inclusion in the Registration or Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or (iib) If the Registration or Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or Underwritten Offering (A) first, Ordinary Shares Common Stock or other equity securities of the Company, if any, of such requesting persons or entities, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.12.2.1 of this Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; Securities and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities of the Company that the Company desires to sell, taken together with (ai) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 hereof, and (ciii) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, exceeds the Maximum Number of Securities, then: (ia) If if the Underwritten Offering Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, the Ordinary Shares shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; or; (iib) If if the Underwritten Offering Registration or registered offering is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, of such requesting persons or entities, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares the shares of Common Stock or other equity securities of the Company for the account of other persons securities, if any, as to which Registration or entities that the Company is obligated to register a registered offering has been requested pursuant to separate written contractual arrangements with such piggy-back registration rights of persons or entitiesentities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and (c) if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by ▇▇▇▇▇▇(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities of the Company that the Company desires to sell, taken together with (ai) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 hereof, and (ciii) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, exceeds the Maximum Number of Securities, then: (ia) If if the Underwritten Offering Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, the Ordinary Shares shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; or; (iib) If if the Underwritten Offering Registration or registered offering is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, of such requesting persons or entities, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares the shares of Common Stock or other equity securities of the Company for the account of other persons securities, if any, as to which Registration or entities that the Company is obligated to register a registered offering has been requested pursuant to separate written contractual arrangements with such piggy-back registration rights of persons or entitiesentities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and (c) if the Registration or registered offering and Underwritten Offering is pursuant to a request by ▇▇▇▇▇▇(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities of the Company that the Company desires to sell, taken together with (ai) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 hereof, and (ciii) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then: (ia) If the Underwritten Offering Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, the Ordinary Shares shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to written contractual piggyback piggy-back registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or; (iib) If the Underwritten Offering Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, of such requesting persons or entities, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares the shares of Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and (c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares or of the equity securities of the Company that the Company desires to sell, taken together with (ai) the shares or of equity securities of the Company, if any, as to which the Registration or Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration or Underwritten Offering has been requested pursuant to this Section 2.2 and (ciii) the shares or of equity securities of the Company, if any, as to which inclusion in the Registration or Underwritten Offering has been requested pursuant to separate written contractual piggyback registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then: (ia) If the Registration or Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Registration or Underwritten Offering (A) first, the Ordinary Shares Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares Common Stock or other equity securities of the Company, if any, as to which inclusion in the Registration or Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or (iib) If the Registration or Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or Underwritten Offering (A) first, Ordinary Shares Common Stock or other equity securities of the Company, if any, of such requesting persons or entities, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities of the Company that the Company desires or the Demanding Holders desire to sell, taken together with (ai) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons Persons other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which Registration has been requested pursuant to this Section 2.2, and (iii) the shares of Common Stock or entities other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of Persons other than the Holders of Registrable Securities hereunder, (b) the Registrable Securities as to which a Piggyback Registration has been requested pursuant to this Section 2.2 and (c) the shares or equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to separate written contractual piggyback registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then: (ia) If the Underwritten Offering Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, the Ordinary Shares shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.12.2.1 hereof (pro rata, Pro Rataas nearly as practicable, based on the respective number of Registrable Securities that such Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering), which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of Persons other shareholders than the Holders of the CompanyRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; or; (iib) If the Underwritten Offering Registration or registered offering is pursuant to a request by persons or entities Persons other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, of such requesting persons or entitiesPersons, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Ratapro rata, as nearly as practicable, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares the shares of Common Stock or other equity securities of the Company for the account of other persons securities, if any, as to which Registration or entities that the Company is obligated to register a registered offering has been requested pursuant to separate written contractual arrangements with piggy-back registration rights of such persons or entitiesPersons other than the Holder of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and (c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares or of equity securities of the Company that the Company desires to sell, taken together with (ai) the shares or of equity securities of the Company, if any, as to which the Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration has been requested pursuant to this Section 2.2 of this Agreement and (ciii) the shares or of equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to separate written contractual piggyback registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then: (ia) If the Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering (A) first, the Ordinary Shares shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.12.2.1 of this Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or; (iib) If the Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering (A) first, Ordinary Shares the shares of Common Stock or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.12.2.1 of this Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) ), and (C), Ordinary Shares the shares of Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; or (c) If the Underwritten Offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in subsection 2.1.6.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises advise the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities of the Company that the Company desires to sell, taken together with (ai) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 2.02 hereof, and (ciii) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, exceeds the Maximum Number of Securities, then: (i) If the Underwritten Offering Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, the Ordinary Shares shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1Section 2.02(a), Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; or; (ii) If the Underwritten Offering Registration or registered offering is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, of such requesting persons or entities, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1Section 2.02(a), Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of persons or entities other than the Company that Holders of Registrable Securities hereunder or the Company desires to sellPIPE Investors, which can be sold without exceeding the Maximum Number of Securities; and (iii) If the Registration or registered offering and (DUnderwritten Shelf Takedown is pursuant to a request by Holder(s) fourthof Registrable Securities pursuant to Section 2.01(c) hereof, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares or other equity securities of then the Company for shall include in any such Registration or registered offering securities in the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securitiespriority set forth in Section 2.01(d).

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities of the Company that the Company desires to sell, taken together with (ai) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 hereof, and (ciii) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, exceeds the Maximum Number of Securities, then: (ia) If if the Underwritten Offering Registration is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration (A) first, the Ordinary Shares shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Ratapro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; or; (iib) If if the Underwritten Offering Registration is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration (A) first, Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, of such requesting persons or entities, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Ratapro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares the shares of Common Stock or other equity securities of the Company for the account of other persons securities, if any, as to which Registration or entities that the Company is obligated to register a registered offering has been requested pursuant to separate written contractual arrangements with such piggy-back registration rights of persons or entitiesentities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and (c) if the Registration and Underwritten Shelf Takedown is pursuant to a request by H▇▇▇▇▇(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration securities in the priority set forth in Section 2.1.5.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities of the Company that the Company desires to sell, taken together with (ai) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 hereof, and (ciii) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of other shareholders stockholders of the CompanyCompany other than the Holders of Registrable Securities, exceeds the Maximum Number of Securities, then: (ia) If the Underwritten Offering Registration or a registered offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration or a registered offering (A) first, the Ordinary Shares shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1Section 2.2.1 hereof, Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested to be included in such Registration or such registered offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to written contractual piggyback registration rights of other shareholders stockholders of the CompanyCompany entered into after the date hereof, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; or; (iib) If the Underwritten Offering Registration or a registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration or a registered offering (A) first, Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, of such requesting persons or entities, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested to be included in such Registration or such registered offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares the shares of Common Stock or other equity securities of the Company for the account of other persons securities, if any, as to which Registration or entities that the Company is obligated to register a registered offering has been requested pursuant to separate written contractual arrangements with such piggyback registration rights entered into after the date hereof, of persons or entitiesentities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and (c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.4.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares or equity securities of the Company that the Company desires to sell, taken together with (a) the shares or equity securities of the Company, if any, as to which the Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (b) the Registrable Securities as to which a Piggyback Registration has been requested pursuant to this Section 2.2 hereof and (c) the shares or equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to separate written contractual piggyback registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then: (i) If the Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering (A) first, the Ordinary Shares Class A Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.12.2.1 hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares Class A Common Stock or other equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or (ii) If the Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering (A) first, Ordinary Shares Class A Common Stock or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares Class A Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares Class A Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities of the Company that the Company desires to sell, taken together with (ai) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 hereof, and (ciii) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities, exceeds the Maximum Number of Securities, then: (ia) If the Underwritten Offering Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, the Ordinary Shares shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1Section 2.2.1 hereof, Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has so requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities, which can be sold without exceeding the Maximum Number of Securities; or; (iib) If the Underwritten Offering Registration or registered offering is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, of such requesting persons or entities, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities securities, if any, as to which Registration or a registered offering has been requested pursuant to the piggy-back registration rights, if any, of the Company that Third-Party Investor Stockholders set forth in the Company desires to sellSubscription Agreements, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares the shares of Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated desires to register pursuant to separate written contractual arrangements with such persons or entitiessell, which can be sold without exceeding the Maximum Number of Securities; and (E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of such persons or entities other than the Holders of Registrable Securities hereunder or the Third-Party Investor Stockholders, which can be sold without exceeding the Maximum Number of Securities; and (c) If the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities of the Company that the Company desires to sell, taken together with (ai) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 hereof, and (ciii) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of other shareholders stockholders of the CompanyCompany other than the Holders of Registrable Securities, exceeds the Maximum Number of Securities, then: (ia) If the Underwritten Offering Registration or a registered offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration or a registered offering (A) first, the Ordinary Shares shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1Section 2.2.1 hereof, Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested to be included in such Registration or such registered offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to written contractual piggyback registration rights of other shareholders stockholders of the CompanyCompany other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; or; (iib) If the Underwritten Offering Registration or a registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration or a registered offering (A) first, Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, of such requesting persons or entities, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested to be included in such Registration or such registered offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares the shares of Common Stock or other equity securities of the Company for the account of other persons securities, if any, as to which Registration or entities that the Company is obligated to register a registered offering has been requested pursuant to separate written contractual arrangements with such piggyback registration rights of persons or entitiesentities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and (c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.4.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering Registration that is to be a Piggyback RegistrationRegistration (other than an Underwritten Shelf Takedown), in good faith, advises advise(s) the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares the Ordinary Shares or other equity securities of the Company that the Company desires to sell, taken together with (ai) the shares Ordinary Shares or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 hereof, and (ciii) the shares or Ordinary Shares and other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration has been requested pursuant to separate written contractual piggyback piggy-back registration rights of Persons other shareholders than the Holders of the CompanyRegistrable Securities hereunder, exceeds the Maximum Number of Securities, then: (ia) If the Underwritten Offering Registration is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration (A) first, the Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other equity securities for the account of other Persons that the CompanyCompany is obligated to register, if any, as to which inclusion in the Underwritten Offering Registration has been requested or demanded pursuant to separate written contractual piggyback registration rights of other shareholders of the Companyarrangements with such Persons, which can be sold without exceeding the Maximum Number of Securities; orand (iib) If the Underwritten Offering Registration is pursuant to a request by persons or entities Persons other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration (A) first, the Ordinary Shares or other equity securities of the Companysecurities, if any, of such requesting persons or entitiesPersons, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other equity securities of the Company for the account of other persons or entities Persons that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entitiesPersons, which can be sold without exceeding the Maximum Number of Securities.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares the Common Stock or other equity securities of the Company that the Company desires to sell, taken together with (ai) the shares Common Stock or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a Shelf Takedown has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 hereof, and (ciii) the shares Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a Shelf Takedown has been requested pursuant to separate written contractual piggyback piggy-back registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then: (ia) If the Underwritten Offering Registration or Shelf Takedown is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration or Shelf Takedown (A) first, the Ordinary Shares Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1Section 2.2.1 hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares or other equity securities of the CompanyCommon Stock, if any, as to which inclusion in the Underwritten Offering Registration or a Shelf Takedown has been requested pursuant to written contractual piggyback piggy-back registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or; (iib) If the Underwritten Offering Registration or Shelf Takedown is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration or Shelf Takedown (A) first, Ordinary Shares the Common Stock or other equity securities of the Companysecurities, if any, of such requesting persons or entities, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Ratapro rata based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares the Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities. (c) If the Registration or Shelf Takedown is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or Shelf Takedown securities in accordance with Section 2.1.5.

Reduction of Piggyback Registration. If a Piggyback Registration is to be an Underwritten Offering and the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback RegistrationUnderwriters, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that that, in its opinion, the dollar amount or number of shares the Ordinary Shares or other equity securities of the Company that the Company desires to sell, taken together with (a) the shares Ordinary Shares or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Registrable Securities hereunder, (b) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 hereof, and (c) the shares Ordinary Shares or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration has been requested pursuant to separate written contractual piggyback piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then: (i) If 2.2.2.1 if the Underwritten Offering Registration is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration (Aa) first, the Ordinary Shares or other equity securities of the Company that the Company desires to sellsell for its own account, which can be sold without exceeding the Maximum Number of Securities; (Bb) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Aa), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.12.2.1 hereof, Pro Ratapro rata based on the number of securities requested to be included, which can be sold without exceeding the Maximum Number of Securities; and (Cc) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) a), and (Bb), the Ordinary Shares or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration has been requested pursuant to written contractual piggyback piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities; orand (ii) If 2.2.2.2 if the Underwritten Offering Registration is pursuant to a request by persons or entities Persons other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration (Aa) first, the Ordinary Shares or other equity securities of the Companysecurities, if any, of such requesting persons or entitiesPersons, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (Bb) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Aa), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.12.2.1 hereof, Pro Ratapro rata based on the number of securities requested to be included, which can be sold without exceeding the Maximum Number of Securities; (Cc) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Aa) and (Bb), the Ordinary Shares or other equity securities of the Company that the Company desires to sellsell for its own account, which can be sold without exceeding the Maximum Number of Securities; and (Dd) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Aa), (Bb) and (Cc), the Ordinary Shares or other equity securities of the Company for the account of other persons or entities Persons that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entitiesPersons, which can be sold without exceeding the Maximum Number of Securities.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities of the Company that the Company desires to sell, taken together with (ai) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 hereof, and (ciii) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, exceeds the Maximum Number of Securities, then: (ia) If if the Underwritten Offering Registration is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration (A) first, the Ordinary Shares shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Ratapro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; or; (iib) If if the Underwritten Offering Registration is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration (A) first, Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, of such requesting persons or entities, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Ratapro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares the shares of Common Stock or other equity securities of the Company for the account of other persons securities, if any, as to which Registration or entities that the Company is obligated to register a registered offering has been requested pursuant to separate written contractual arrangements with such piggy-back registration rights of persons or entitiesentities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and (c) if the Registration and Underwritten Shelf Takedown is pursuant to a request by ▇▇▇▇▇▇(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration securities in the priority set forth in Section 2.1.5.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company PubCo and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities of the Company that the Company PubCo desires to sell, taken together with (ai) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 3.2 hereof, and (ciii) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of other shareholders stockholders of the CompanyPubCo, exceeds the Maximum Number of Securities, then: (ia) If the Underwritten Offering Registration or registered offering is undertaken for the CompanyPubCo’s account, the Company PubCo shall include in any such Underwritten Offering Registration or registered offering the number of shares of Common Stock or other equity securities proposed to be sold by PubCo, and thereafter, the Registrable Securities that can be sold without exceeding the Maximum Number of Securities pro rata among such Holders on the basis of the number of Registrable Securities requested to be included by each such Holder and, to the extent that the Maximum Number of Securities has not been reached, the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; (b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then PubCo shall include in any such Registration or registered offering (A) first, the Ordinary Shares shares of Common Stock or other equity securities securities, if any, of such requesting persons or entities, other than the Company that the Company desires to sellHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.13.2.1, Pro Rata, which can be sold without exceeding pro rata among such Holders on the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares or other equity securities basis of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or (ii) If the Underwritten Offering is pursuant to a request by persons or entities other than the Holders number of Registrable Securities, then the Company shall include in any Securities requested to be included by each such Underwritten Offering (A) first, Ordinary Shares or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.1, Pro RataHolder, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Company that the Company PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares the shares of Common Stock or other equity securities of the Company for the account of other persons or entities that the Company PubCo is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises advise the Company and the Holders Stockholders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares or equity securities of the Company Common Stock or other equity securities that the Company desires to sell, taken together with (ai) the shares or equity securities of the CompanyCompany Common Stock or other equity securities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders Stockholders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 2.2, and (ciii) the shares or equity securities of the CompanyCompany Common Stock or other equity securities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then: (ia) If the Underwritten Offering Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration or registered offering: (A) first, the Ordinary Shares shares of the Company Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration Stockholders exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Ratapro rata, based on the respective number of Registrable Securities that each Stockholder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Stockholders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of the Company Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to written contractual piggyback registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or; (iib) If the Underwritten Offering Registration or registered offering is pursuant to a request by persons or entities other than the Holders Stockholders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration or registered offering: (A) first, Ordinary Shares the shares of the Company Common Stock or other equity securities of the Companysecurities, if any, of such requesting persons or entities, other than the HoldersStockholders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration Stockholders exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Ratapro rata, based on the respective number of Registrable Securities that each Stockholder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Stockholders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of the Company Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares the shares of the Company Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and (c) If the Registration or registered offering is pursuant to a request by Stockholder(s) of Registrable Securities pursuant to Section 2.1, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company PubCo and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities of the Company that the Company PubCo desires to sell, taken together with (ai) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 3.2 hereof, and (ciii) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of other shareholders stockholders of the CompanyPubCo, exceeds the Maximum Number of Securities, then: (ia) If the Underwritten Offering Registration or registered offering is undertaken for the CompanyPubCo’s account, the Company PubCo shall include in any such Underwritten Offering Registration or registered offering the number of shares of Common Stock or other equity securities proposed to be sold by PubCo, and thereafter, the Registrable Securities that can be sold without exceeding the Maximum Number of Securities pro rata among such Holders on the basis of the number of Registrable Securities requested to be included by each such Holder and, to the extent that the Maximum Number of Securities has not been reached, the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of PubCo, which can be sold without exceeding the Maximum Number of Securities; (b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then PubCo shall include in any such Registration or registered offering (A) first, the Ordinary Shares shares of Common Stock or other equity securities securities, if any, of such requesting persons or entities, other than the Company that the Company desires to sellHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.13.2.1, Pro Rata, which can be sold without exceeding pro rata among such Holders on the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares or other equity securities basis of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or (ii) If the Underwritten Offering is pursuant to a request by persons or entities other than the Holders number of Registrable Securities, then the Company shall include in any Securities requested to be included by each such Underwritten Offering (A) first, Ordinary Shares or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.1, Pro RataHolder, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Company that the Company PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares the shares of Common Stock or other equity securities of the Company for the account of other persons or entities that the Company PubCo is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and (c) If the Registration or registered offering is pursuant to a request by any of the Holders of Registrable Securities pursuant to Section 3.1, then the provisions of subsection 3.1.4 shall apply.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities of the Company that the Company desires to sell, taken together with (ai) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 2.02 hereof, and (ciii) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, exceeds the Maximum Number of Securities, then: (i) If the Underwritten Offering Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, the Ordinary Shares shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1Section 2.02(a), Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; or; (ii) If the Underwritten Offering Registration or registered offering is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, of such requesting persons or entities, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1Section 2.02(a), Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities securities, if any, as to which Registration or a registered offering has been requested pursuant to the piggyback registration rights, if any, of the Company that PIPE Investors set forth in the Company desires to sellPIPE Investors Subscription Agreements, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares the shares of Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated desires to register pursuant to separate written contractual arrangements with such persons or entitiessell, which can be sold without exceeding the Maximum Number of Securities; and (E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of persons or entities other than the Holders of Registrable Securities hereunder or the PIPE Investors, which can be sold without exceeding the Maximum Number of Securities; and (iii) If the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.01(c) hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.01(d).

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares or of equity securities of the Company that the Company desires to sell, taken together with (ai) the shares or of equity securities of the Company, if any, as to which the Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration has been requested pursuant to this Section 2.2 of this Agreement and (ciii) the shares or of equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to separate written contractual piggyback registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then: (ia) If the Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering (A) first, the Ordinary Shares shares of Class A Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.12.2.1 of this Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Class A Common Stock or other equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or; (iib) If the Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering (A) first, Ordinary Shares the shares of Class A Common Stock or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.12.2.1 of this Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Class A Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares the shares of Class A Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; or (c) If the Underwritten Offering is pursuant to a request by ▇▇▇▇▇▇(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in subsection 2.1.6.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares or equity securities of the Company that the Company desires to sell, taken together with (a) the shares or equity securities of the Company, if any, as to which the Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (b) the Registrable Securities as to which a Piggyback Registration has been requested pursuant to this Section 2.2 and (c) the shares or equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to separate written contractual piggyback registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then: (i) If the Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering (A) first, the Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (BA) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (CA) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares or other equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or (ii) If the Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering (A) first, Ordinary Shares or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (BA) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (CA) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (DA) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares or of the equity securities of the Company that the Company desires to sell, taken together with (ai) the shares or of equity securities of the Company, if any, as to which the Registration or Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration or Underwritten Offering has been requested pursuant to this Section 2.2 and (ciii) the shares or of equity securities of the Company, if any, as to which inclusion in the Registration or Underwritten Offering has been requested pursuant to separate written contractual piggyback registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then: (ia) If the Registration or Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Registration or Underwritten Offering (A) first, the Ordinary Shares Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares Common Stock or other equity securities of the Company, if any, as to which inclusion in the Registration or Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or (iib) If the Registration or Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable SecuritiesHolders, then the Company shall include in any such Registration or Underwritten Offering (A) first, Ordinary Shares Common Stock or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), Common Stock or other equity securities of the Registrable Securities of Holders requesting a Piggyback Registration pursuant Company that the Company desires to subsection 2.2.1, Pro Ratasell, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares or other equity securities the Registrable Securities of the Company that the Company desires Holders exercising their rights to sellregister their Registrable Securities pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares or equity securities of the Company that the Company desires to sell, taken together with (a) the shares or equity securities of the Company, if any, as to which the Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (b) the Registrable Securities as to which a Piggyback Registration has been requested pursuant to this Section 2.2 and (c) the shares or equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to separate written contractual piggyback registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then: (i) If the Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering (Aa) first, the Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (Bb) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Aa), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.12.2.1 hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (Cc) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Aa) and (Bb), Ordinary Shares or other equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or (ii) If the Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Offering: (Aa) first, Ordinary Shares or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (Bb) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Aa), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.12.2.1 hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (Cc) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Aa) and (Bb), Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (Dd) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Aa), (Bb) and (Cc), Ordinary Shares or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares or equity securities of the Company that the Company desires to sell, taken together with (a) the shares or equity securities of the Company, if any, as to which the Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (b) the Registrable Securities as to which a Piggyback Registration has been requested pursuant to this Section 2.2 hereof and (c) the shares or equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to separate written contractual piggyback registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then: (i) If the Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering (A) first, the Ordinary Shares shares of Class A Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.12.2.1 hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares shares of Class A Common Stock or other equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or (ii) If the Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering (A) first, Ordinary Shares shares of Class A Common Stock or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares shares of Class A Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares shares of Class A Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities of the Company that the Company desires or the Demanding Holders desire to sell, taken together with (ai) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration has been requested pursuant to this Section 2.2 and (ciii) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of Persons other shareholders than the Holders of the CompanyRegistrable Securities hereunder, exceeds the Maximum Number of Securities, then: (ia) If if the Underwritten Offering Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, the Ordinary Shares shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Ratapro rata, as nearly as practicable, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of SecuritiesSecurities or in such other proportions as shall mutually be agreed to among the requesting Holders; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of Persons other shareholders than the Holders of the CompanyRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; or; (iib) If if the Underwritten Offering Registration or registered offering is pursuant to a request by persons or entities Persons other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, of such requesting persons or entitiesPersons, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Ratapro rata, as nearly as practicable, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of SecuritiesSecurities or in such other proportions as shall mutually be agreed to among the requesting Holders; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares the shares of Common Stock or other equity securities of the Company for the account of other persons securities, if any, as to which Registration or entities that the Company is obligated to register a registered offering has been requested pursuant to separate written contractual arrangements with piggy-back registration rights of such persons or entitiesPersons other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and (c) if the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares or of equity securities of the Company that the Company desires to sell, taken together with (ai) the shares or of equity securities of the Company, if any, as to which the Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration has been requested pursuant to this Section 2.2 of this Agreement and (ciii) the shares or of equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to separate written contractual piggyback registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then: (ia) If the Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering (A) first, the Ordinary Shares shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.12.2.1 of this Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or; (iib) If the Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering (A) first, Ordinary Shares the shares of Common Stock or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.12.2.1 of this Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) ), and (C), Ordinary Shares the shares of Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; or (c) If the Underwritten Offering is pursuant to a request by ▇▇▇▇▇▇(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in subsection 2.1.6.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares or equity securities of the Company Ordinary Shares that the Company desires to sell, taken together with (ai) the shares or equity securities of the CompanyOrdinary Shares, if any, as to which the Underwritten Offering Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, hereunder (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 hereof, and (ciii) the shares or equity securities of the CompanyOrdinary Shares, if any, as to which inclusion in the Underwritten Offering Registration has been requested pursuant to separate written contractual piggyback piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then: (ia) If the Underwritten Offering Registration is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration (A) first, the Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, the holders of Hawk Securities exercising piggy-back registration rights under the Hawk Registration Rights Agreement and the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Piggyback Registration pursuant to separate written contractual arrangements with such persons or entities, all Piggy-Back Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.12.2.1 hereof, the holders of Hawk Securities exercising piggy-back registration rights under the Hawk Registration Rights Agreement and the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons or entities, all Piggy-Back Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or (ii) If the Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering (A) first, Ordinary Shares or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and . (Df) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares or other equity securities Section 2.4 of the Company for Registration Rights Agreement is hereby amended by deleting it in its entirety and replacing it with the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.following:

Reduction of Piggyback Registration. If a Piggyback Registration is to be an Underwritten Offering and the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback RegistrationUnderwriters, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that that, in its opinion, the dollar amount or number of shares the Ordinary Shares or other equity securities of the Company that the Company desires to sell, taken together with (a) the shares Ordinary Shares or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Registrable Securities hereunder, (b) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 hereof, and (c) the shares Ordinary Shares or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration has been requested pursuant to separate written contractual piggyback piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then: (i) If 2.2.2.1 if the Underwritten Offering Registration is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration (Aa) first, the Ordinary Shares or other equity securities of the Company that the Company desires to sellsell for its own account, which can be sold without exceeding the Maximum Number of Securities; (Bb) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Aa), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.12.2.1 hereof; and (d) fourth, Pro Ratato the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a), (b) and (c), the Ordinary Shares or other equity securities, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities; and 2.2.2.2 if the Registration is pursuant to a request by Persons other than the Holders of Registrable Securities, then the Company shall include in any such Registration (a) first, the Ordinary Shares or other equity securities, if any, of such requesting Persons, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata based on the number of securities requested to be included, which can be sold without exceeding the Maximum Number of Securities; (b) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a) and (b), the Ordinary Shares or other equity securities that the Company desires to sell for its own account, which can be sold without exceeding the Maximum Number of Securities; and (Cc) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Aa) and (Bb), the Ordinary Shares or other equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or (ii) If the Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering (A) first, Ordinary Shares or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares or other equity securities of the Company for the account of other persons or entities Persons that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entitiesPersons, which can be sold without exceeding the Maximum Number of Securities.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares or equity securities of the Company that the Company desires to sell, taken together with (a) the shares or equity securities of the Company, if any, as to which the Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (b) the Registrable Securities as to which a Piggyback Registration has been requested pursuant to this Section 2.2 hereof and (c) the shares or equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to separate written contractual piggyback registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then: (i) If the Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering (A) first, the Class A Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.12.2.1 hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Class A Ordinary Shares or other equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or (ii) If the Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering (A) first, Class A Ordinary Shares or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Class A Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Class A Ordinary Shares or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares or of equity securities of the Company that the Company desires to sell, taken together with (ai) the shares or of equity securities of the Company, if any, as to which the Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration has been requested pursuant to this Section 2.2 of this Agreement and (ciii) the shares or of equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to separate written contractual piggyback registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then: (ia) If the Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering (A) first, the Ordinary Shares shares of Class A Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.12.2.1 of this Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Class A Common Stock or other equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or; (iib) If the Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering (A) first, Ordinary Shares the shares of Class A Common Stock or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.12.2.1 of this Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Class A Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares the shares of Class A Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.; or

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Class A Common Stock or other equity securities of the Company that the Company desires to sell, taken together with (ai) the shares of Class A Common Stock or other equity securities of the Company, if any, as to which the Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration has been requested pursuant to this Section 2.2 and (ciii) the shares of Class A Common Stock or other equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to separate written contractual piggyback registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then: (ia) If the Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering (Ai) first, the Ordinary Shares shares of Class A Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), Ordinary Shares the shares of Class A Common Stock or other equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or; (iib) If the Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering (Ai) first, Ordinary Shares the shares of Class A Common Stock or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), Ordinary Shares the shares of Class A Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (Bii) and (Ciii), Ordinary Shares the shares of Class A Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; or (c) If the Underwritten Offering is pursuant to a request by ▇▇▇▇▇▇(s) of Registrable Securities pursuant to Section 2.1, then the Company shall include in any such Registration or registered offering securities in the priority set forth in subsection 2.1.6.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities of the Company that the Company desires to sell, taken together with (ai) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 hereof, and (ciii) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, exceeds the Maximum Number of Securities, then: (i) If if the Underwritten Offering Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, the Ordinary Shares shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1Section 2.2(a), Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; or; (ii) If if the Underwritten Offering Registration or registered offering is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, of such requesting persons or entities, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1Section 2.2(a), Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares the shares of Common Stock or other equity securities of the Company for the account of other persons securities, if any, as to which Registration or entities that the Company is obligated to register a registered offering has been requested pursuant to separate written contractual arrangements with such piggy-back registration rights of persons or entitiesentities other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; and (iii) if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by H▇▇▇▇▇(s) of Registrable Securities pursuant to Section 2.1(d) hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1(e).

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares the Company Ordinary Shares or other equity securities of the Company that the Company desires to sell, taken together with (ai) the shares Company Ordinary Shares or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 hereof, and (ciii) the shares Company Ordinary Shares or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then: (ia) If if the Underwritten Offering Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, the Company Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Company Ordinary Shares or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to written contractual piggyback piggy-back registration rights of persons or entities other shareholders than the Holders of the Company, which can be sold without exceeding the Maximum Number of Securities; orRegistrable Securities hereunder; (iib) If if the Underwritten Offering Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, the Company Ordinary Shares or other equity securities of the Companysecurities, if any, of such requesting persons or entities, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Company Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Company Ordinary Shares or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and (c) if the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares the Company Ordinary Shares or other equity securities of the Company that the Company desires to sell, taken together with (ai) the shares Company Ordinary Shares or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 hereof, and (ciii) the shares Company Ordinary Shares or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then: (i) If if the Underwritten Offering Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, the Company Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1Section 2.2(a), Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Company Ordinary Shares or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to written contractual piggyback piggy-back registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; or; (ii) If if the Underwritten Offering Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, the Company Ordinary Shares or other equity securities of the Companysecurities, if any, of such requesting persons or entities, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1Section 2.2(a), Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Company Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Company Ordinary Shares or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and (iii) if the Registration or registered offering is pursuant to a request by H▇▇▇▇▇(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1(e).

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities of the Company that the Company desires to sell, taken together with (ai) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 2.02 hereof, and (ciii) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, exceeds the Maximum Number of Securities, then: (i) If the Underwritten Offering Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, the Ordinary Shares shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1Section 2.02(a), Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; or; (ii) If the Underwritten Offering Registration or registered offering is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, of such requesting persons or entities, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1Section 2.02(a), Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested ​ ​ to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities securities, if any, as to which Registration or a registered offering has been requested pursuant to the piggyback registration rights, if any, of the Company that PIPE Investors set forth in the Company desires to sellPIPE Investors Subscription Agreements, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares the shares of Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated desires to register pursuant to separate written contractual arrangements with such persons or entitiessell, which can be sold without exceeding the Maximum Number of Securities; and (E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of persons or entities other than the Holders of Registrable Securities hereunder or the PIPE Investors, which can be sold without exceeding the Maximum Number of Securities; and (iii) If the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.01(c) hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.01(d).

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities of the Company that the Company desires to sell, taken together with (ai) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 2.02 hereof, and (ciii) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, exceeds the Maximum Number of Securities, then: (i) If the Underwritten Offering Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, the Ordinary Shares shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1Section 2.02(a), Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; or; (ii) If the Underwritten Offering Registration or registered offering is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, of such requesting persons or entities, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1Section 2.02(a), Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities securities, if any, as to which Registration or a registered offering has been requested pursuant to the piggyback registration rights, if any, of the Company that PIPE Investors set forth in the Company desires to sellPIPE Investors Subscription Agreements, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares the shares of Common Stock or other equity securities of the Company for the account of other persons securities, if any, as to which Registration or entities that the Company is obligated to register a registered offering has been requested pursuant to separate written contractual arrangements with such piggyback registration rights of persons or entitiesentities other than the Holders of Registrable Securities hereunder or the PIPE Investors, which can be sold without exceeding the Maximum Number of Securities; and (E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) If the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.01(c) hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.01(d).

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares or of the equity securities of the Company that the Company desires to sell, taken together with (ai) the shares or of equity securities of the Company, if any, as to which the Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration has been requested pursuant to this Section 2.2 of this Agreement and (ciii) the shares or of equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to separate written contractual piggyback registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then: (ia) If the Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering (A) first, the Ordinary Shares Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders (other than Additional Holders) requesting a Piggyback Registration pursuant to subsection 2.2.12.2.1 of this Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the Registrable Securities of Additional Holders requesting a Piggyback Registration pursuant to subsection 2.2.1 of this Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Common Stock or other equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or (iib) If the Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering (A) first, Ordinary Shares Common Stock or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders (other than Additional Holders) requesting a Piggyback Registration pursuant to subsection 2.2.12.2.1 of this Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and clause (B), Ordinary Shares or other equity securities the Registrable Securities of the Company that the Company desires Additional Holders requesting a Piggyback Registration pursuant to sellsubsection 2.2.1 of this Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares or of equity securities of the Company that the Company desires to sell, taken together with (ai) the shares or of equity securities of the Company, if any, as to which the Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration has been requested pursuant to this Section 2.2 of this Agreement and (ciii) the shares or of equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to separate written contractual piggyback registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then: (ia) If the Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering (A) first, the Ordinary Shares shares of Class A Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.12.2.1 of this Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Class A Common Stock or other equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or; (iib) If the Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering (A) first, Ordinary Shares the shares of Class A Common Stock or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.12.2.1 of this Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Class A Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares the shares of Class A Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; or (c) If the Underwritten Offering is pursuant to a request by ▇▇▇▇▇▇(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in subsection 2.1.5.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities of the Company that the Company desires to sell, taken together with (ai) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 2.02 hereof, and (ciii) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, exceeds the Maximum Number of Securities, then: (i) If the Underwritten Offering Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, the Ordinary Shares shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1Section 2.02(a), Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; or; (ii) If the Underwritten Offering Registration or registered offering is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, of such requesting persons or entities, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1Section 2.02(a), Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of persons or entities other than the Company that the Company desires to sellHolders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares the shares of Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated desires to register pursuant to separate written contractual arrangements with such persons or entitiessell, which can be sold without exceeding the Maximum Number of Securities; and (iii) If the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.01(c) hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.01(d).

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering Takedown that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares or of the equity securities of the Company that the Company desires to sell, taken together with (ai) the shares or of equity securities of the Company, if any, as to which the Underwritten Offering Takedown has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration has been requested pursuant to this Section 2.2 of this Agreement and (ciii) the shares or of equity securities of the Company, if any, as to which inclusion in the Underwritten Offering Takedown has been requested pursuant to separate written contractual piggyback registration rights of other shareholders stockholders of the Company, exceeds the maximum dollar amount or maximum number of equity securities of the Company that can be sold in the Underwritten Takedown without adversely affecting the proposed offering price, the timing, the distribution method or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then: (ia) If the Underwritten Offering Takedown is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Takedown (A) first, the Ordinary Shares Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders (other than Additional Holders) requesting a Piggyback Registration pursuant to subsection 2.2.12.2.1 of this Agreement, pro rata based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Takedown, regardless of the number of shares held by each such person and the aggregate number of Registrable Securities that the Holders have requested be included in such Underwritten Takedown (such proportion is referred to herein as “Pro Rata”), which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the Registrable Securities of Additional Holders requesting a Piggyback Registration pursuant to subsection 2.2.1 of this Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Common Stock or other equity securities of the Company, if any, as to which inclusion in the Underwritten Offering Takedown has been requested pursuant to written contractual piggyback registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or (iib) If the Underwritten Offering Takedown is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Takedown (A) first, Ordinary Shares Common Stock or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders (other than Additional Holders) requesting a Piggyback Registration pursuant to subsection 2.2.12.2.1 of this Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and clause (B), Ordinary Shares or other equity securities the Registrable Securities of the Company that the Company desires Additional Holders requesting a Piggyback Registration pursuant to sellsubsection 2.2.1 of this Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares Ordinary Shares A or other equity securities of the Company that the Company desires to sell, taken together with (ai) the shares Ordinary Shares A or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons Persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section ‎Section 2.2 hereof, and (ciii) the shares Ordinary Shares A or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of Persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, exceeds the Maximum Number of Securities, then: (i) If if the Underwritten Offering Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, the Ordinary Shares A or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares or other equity registrable securities of the Company, if any, as Legacy Holders exercising their rights to which inclusion in register the Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or (ii) If the Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering (A) first, Ordinary Shares or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Legacy Holder Piggyback Registration pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of SecuritiesShares; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and clause (B), Ordinary Shares or other equity securities the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to ‎Section 2.2(a), pro rata, based on the Company respective number of Registrable Securities a that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Company desires Holders have requested to sellbe included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares A or other equity securities of the Company for the account of other persons securities, if any, as to which Registration or entities that the Company is obligated to register a registered offering has been requested pursuant to separate written contractual arrangements with such persons piggy-back registration rights of Persons or entitiesentities other than those described in the foregoing clauses (B) and (C), which can be sold without exceeding the Maximum Number of Securities; ​ (ii) if the Registration or registered offering is pursuant to a demand by Persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the Ordinary Shares A or other equity securities, if any, of such requesting Persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the registrable securities of the Legacy Holders exercising their rights to register the Legacy Holder Piggyback Shares; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (B), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to ‎Section 2.2(a), pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A),(B) and (C), the Ordinary Shares A or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) through (C), the Ordinary Shares A or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of Persons or entities other than those described in the foregoing clauses (B) and (C), which can be sold without exceeding the Maximum Number of Securities; and (iii) if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by Holder(s) of Registrable Securities pursuant to ‎Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in ‎Section 2.1(d).

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities of the Company that the Company desires to sell, taken together with (ai) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 2.02 hereof, and (ciii) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, exceeds the Maximum Number of Securities, then: (i) : If the Underwritten Offering Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, the Ordinary Shares shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1Section 2.02(a), Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; or (ii) If the Underwritten Offering Registration or registered offering is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, of such requesting persons or entities, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1Section 2.02(a), Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, , to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of persons or entities other than the Company that the Company desires to sellHolders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and B)and (C), Ordinary Shares the shares of Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated desires to register pursuant to separate written contractual arrangements with such persons or entitiessell, which can be sold without exceeding the Maximum Number of Securities; and If the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by H▇▇▇▇▇(s) of Registrable Securities pursuant to Section 2.01(c) hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.01(d).

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares or of equity securities of the Company that the Company desires to sell, taken together with (ai) the shares or of equity securities of the Company, if any, as to which the Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration has been requested pursuant to this Section 2.2 of this Agreement and (ciii) the shares or of equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to separate written contractual piggyback registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then: (ia) If the Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering (A) first, the Ordinary Shares shares of Class A Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.12.2.1 of this Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Class A Common Stock or other equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or; (iib) If the Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering (A) first, Ordinary Shares the shares of Class A Common Stock or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.12.2.1 of this Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Class A Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares the shares of Class A Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; or (c) If the Underwritten Offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in subsection 2.1.6.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities of the Company that the Company desires to sell, taken together with (ai) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 2.02 hereof, and (ciii) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, exceeds the Maximum Number of Securities, then: (i) If the Underwritten Offering Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, the Ordinary Shares shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1Section 2.02(a), Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; or; (ii) If the Underwritten Offering Registration or registered offering is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, of such requesting persons or entities, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1Section 2.02(a), Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of persons or entities other than the Company that the Company desires to sellHolders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares the shares of Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated desires to register pursuant to separate written contractual arrangements with such persons or entitiessell, which can be sold without exceeding the Maximum Number of Securities; and (iii) If the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by ▇▇▇▇▇▇(s) of Registrable Securities pursuant to Section 2.01(c) hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.01(d).

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company Pubco and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities of that Pubco or the Company that the Company desires Demanding Holders desire to sell, taken together with (ai) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration has been requested pursuant to this Section 2.2 and (ciii) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of Persons other shareholders than the Holders of the CompanyRegistrable Securities hereunder, exceeds the Maximum Number of Securities, then: (ia) If if the Underwritten Offering Registration or registered offering is undertaken for the CompanyPubco’s account, the Company Pubco shall include in any such Underwritten Offering Registration or registered offering (A) first, the Ordinary Shares shares of Common Stock or other equity securities of the Company that the Company Pubco desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Ratapro rata, as nearly as practicable, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of SecuritiesSecurities or in such other proportions as shall mutually be agreed to among the requesting Holders; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of Persons other shareholders than the Holders of the CompanyRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; or; (iib) If if the Underwritten Offering Registration or registered offering is pursuant to a request by persons or entities Persons other than the Holders of Registrable Securities, then the Company Pubco shall include in any such Underwritten Offering Registration or registered offering (A) first, Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, of such requesting persons or entitiesPersons, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Ratapro rata, as nearly as practicable, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of SecuritiesSecurities or in such other proportions as shall mutually be agreed to among the requesting Holders; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Company that the Company Pubco desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares the shares of Common Stock or other equity securities of the Company for the account of other persons securities, if any, as to which Registration or entities that the Company is obligated to register a registered offering has been requested pursuant to separate written contractual arrangements with piggy-back registration rights of such persons or entitiesPersons other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and (c) if the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1, then Pubco shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares Company Class A Ordinary Shares or equity securities other Equity Securities of the Company that the Company desires to sell, taken together with (ai) the shares Company Class A Ordinary Shares or equity securities other Equity Securities of the Company, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 hereof, and (ciii) the shares Company Class A Ordinary Shares or equity securities other Equity Securities of the Company, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, exceeds the Maximum Number of Securities, then: (ia) If if the Underwritten Offering Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, the Company Class A Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Company Class A Ordinary Shares or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; or; (iib) If if the Underwritten Offering Registration or registered offering is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, the Company Class A Ordinary Shares or other equity securities of the Companysecurities, if any, of such requesting persons or entities, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant Company Class A Ordinary Shares or other equity securities that the Company desires to subsection 2.2.1, Pro Ratasell, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares or other equity securities the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata, based on the Company respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Company desires Holders have requested to sellbe included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Company Class A Ordinary Shares or other equity securities of the Company for the account of other persons securities, if any, as to which Registration or entities that the Company is obligated to register a registered offering has been requested pursuant to separate written contractual arrangements with such piggy-back registration rights of persons or entitiesentities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and (c) if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by ▇▇▇▇▇▇(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares Ordinary Shares or other equity securities of the Company that the Company desires to sell, taken together with (ai) the shares Ordinary Shares or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 hereof, and (ciii) the shares Ordinary Shares or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, exceeds the Maximum Number of Securities, then: (ia) If if the Underwritten Offering Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, the Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration or Third-Party Investor Stockholders exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Rataor pursuant to a Subscription Agreement, pro rata, based on the respective number of Registrable Securities that each Holder and Third-Party Investor Stockholder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders and Third-Party Investor Stockholders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder and Third-Party Investor Stockholders pursuant to a Subscription Agreement, which can be sold without exceeding the Maximum Number of Securities; or; (iib) If if the Underwritten Offering Registration or registered offering is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, the Ordinary Shares or other equity securities of the Companysecurities, if any, of such requesting persons or entities, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Ratapro rata, based on the respective number of Registrable Securities that such Holder has requested be included in such Underwritten Offering relative to the aggregate number of Registrable Securities that all Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other equity securities of the Company for the account of other persons securities, if any, as to which Registration or entities that the Company is obligated to register a registered offering has been requested pursuant to separate written contractual arrangements with such piggy-back registration rights of persons or entitiesentities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and (c) if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering Registration that is to be a Piggyback Registration, in good faith, Registration advises the Company PubCo and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares the PubCo Shares or other equity securities of the Company that the Company PubCo desires to sell, taken together with (ax) the shares PubCo Shares or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (by) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 2.8 hereof, and (cz) the shares PubCo Shares or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of other shareholders of the CompanyPubCo, exceeds the Maximum Number of Securities, then: (ia) If the Underwritten Offering Registration or registered offering is undertaken for the CompanyPubCo’s account, the Company PubCo shall include in any such Underwritten Offering Registration or registered offering: (Ai) first, the Ordinary PubCo Shares or other equity securities of the Company that the Company PubCo desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities; ; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.12.8.1, Pro RataRata among such Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; and and (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), Ordinary the PubCo Shares or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of other shareholders of the CompanyPubCo, which can be sold without exceeding the Maximum Number of Securities; orand (iib) If the Underwritten Offering Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company PubCo shall include in any such Underwritten Offering Registration or registered offering: (Ai) first, Ordinary the PubCo Shares or other equity securities of the Companysecurities, if any, of such requesting persons or entities, other than the HoldersHolders of Registrable Securities, which that can be sold without exceeding the Maximum Number of Securities; ; (Bii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Ai), the Registrable Securities of Holders requesting a Piggyback Registration pursuant PubCo Shares or other equity securities that PubCo desires to subsection 2.2.1, Pro Ratasell, which can be sold without exceeding the Maximum Number of Securities; ; (Ciii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai) and (Bii), Ordinary Shares or other equity securities the Registrable Securities of the Company Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.8.1 that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities (to be allocated Pro Rata among such Holders if the Registrable Securities desired to be sold by such Holders in the aggregate, when combined with those desired to be sold by the persons or entities requesting the Registration or registered offering and those desired to be sold by PubCo, would exceed the Maximum Number of Securities); and and (Div) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Ai), (Bii) and (Ciii), Ordinary the PubCo Shares or other equity securities of the Company for the account of other persons securities, if any, as to which Registration or entities that the Company is obligated to register a registered offering has been requested pursuant to separate written contractual arrangements with such persons or entitiespiggyback registration rights of other shareholders of PubCo, which can be sold without exceeding the Maximum Number of Securities. (c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.4, then PubCo shall include in any such Registration or registered offering securities pursuant to Section 2.5.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters Underwriter(s) in an Underwritten Offering Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities when participating in the Piggyback Registration in writing that the dollar amount or number of shares or equity securities of the Company Common Shares that the Company desires to sell, taken together with (ai) the shares or equity securities of the CompanyCommon Shares, if any, as to which the Underwritten Offering Registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Registrable Securities hereunderHolders, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 hereof, and (ciii) the shares or equity securities of the CompanyCommon Shares, if any, as to which inclusion in the Underwritten Offering Registration has been requested pursuant to separate written contractual piggyback piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then: (i) If the Underwritten Offering Registration is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration (A) first, the Ordinary Common Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause section (A), the Registerable Securities of the Glencore Holders that the Glencore Holders desire to sell if the Glencore Holders are exercising its rights to register its Registerable Securities pursuant to subsection 2.2.1 hereof, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reach under the foregoing sections (A) and (B), the Registrable Securities of the other Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof and any other Common Shares or other equity securities for the account of other Persons as to which Registration has been requested pursuant to written contractual piggy-back registration rights of such other Persons, in each case pro rata, based on the respective number of Registrable Securities that the Holders and such other shareholders have requested be included, which can be sold without exceeding the Maximum Number of Securities; and (ii) If the Registration is pursuant to a request by Persons or entities other than the Holders, then the Company shall include in any such Registration (A) first, Common Shares or other equity securities, if any, of such requesting Persons, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing section (A), the Registrable Securities of the Glencore Holders requesting a Piggyback Registration that the Glencore Holders desire to sell if the Glencore Holders are exercising its rights to register its Registrable Securities pursuant to subsection 2.2.1, Pro Rata2.2.1 hereof, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary the Registrable Securities of the other Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof and any other Common Shares or other equity securities for the account of the Company, if any, other Persons as to which inclusion in the Underwritten Offering Registration has been requested pursuant to written contractual piggyback piggy-back registration rights of such other Persons, in each case pro rata, based on the respective number of Registrable Securities that the Holders and such other shareholders of the Company, which can have requested be sold without exceeding the Maximum Number of Securities; or (ii) If the Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering (A) first, Ordinary Shares or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entitiesincluded, which can be sold without exceeding the Maximum Number of Securities.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering Registration that is to be a Piggyback Registration, in good faith, advises the Company Squirrel Cayman and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares or equity securities of the Company Squirrel Cayman Ordinary Shares that the Company Squirrel Cayman desires to sell, taken together with (ai) the shares or equity securities of the CompanySquirrel Cayman Ordinary Shares, if any, as to which the Underwritten Offering Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 hereof, and (ciii) the shares or equity securities of the CompanySquirrel Cayman Ordinary Shares, if any, as to which inclusion in the Underwritten Offering Registration has been requested pursuant to separate written contractual piggyback piggy-back registration rights of other shareholders of the CompanySquirrel Cayman, exceeds the Maximum Number of Securities, then: (ia) If the Underwritten Offering Registration is undertaken for the CompanySquirrel Cayman’s account, the Company Squirrel Cayman shall include in any such Underwritten Offering Registration (A) first, the Squirrel Cayman Ordinary Shares or other equity securities of the Company that the Company Squirrel Cayman desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Tranche A Registrable Securities of Holders requesting and the Tranche B Registrable Securities on a Piggyback Registration pursuant to subsection 2.2.1, Pro RataRata basis, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Squirrel Cayman Ordinary Shares or other equity securities of the CompanyShares, if any, as to which inclusion in the Underwritten Offering Registration has been requested pursuant to written contractual piggyback piggy-back registration rights of other shareholders of the CompanySquirrel Cayman, which can be sold without exceeding the Maximum Number of Securities; or; (iib) If the Underwritten Offering Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company Squirrel Cayman shall include in any such Underwritten Offering Registration (A) first, Squirrel Cayman Ordinary Shares or other equity securities of the Companysecurities, if any, of such requesting persons or entities, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Tranche A Registrable Securities and the Tranche B Registrable Securities of relevant Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, 2.2.1 on a Pro RataRata basis, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Squirrel Cayman Ordinary Shares or other equity securities of the Company that the Company Squirrel Cayman desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Squirrel Cayman Ordinary Shares or other equity securities of the Company for the account of other persons or entities that the Company Squirrel Cayman is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares or of equity securities of the Company that the Company desires to sell, taken together with (ai) the shares or of equity securities of the Company, if any, as to which the Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration has been requested pursuant to this Section 2.2 of this Agreement and (ciii) the shares or of equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to separate written contractual piggyback registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then: (ia) If the Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering (A) first, the Ordinary Shares shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.12.2.1 of this Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or; (iib) If the Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering (A) first, Ordinary Shares the shares of Common Stock or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.12.2.1 of this Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) ), and (C), Ordinary Shares the shares of Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; or (c) If the Underwritten Offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to subsection 2.1.5 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in subsection 2.1.6.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities of the Company that the Company desires to sell, taken together with (ai) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 hereof, and (ciii) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, exceeds the Maximum Number of Securities, then: (ia) If if the Underwritten Offering Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, the Ordinary Shares shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; or; (iib) If if the Underwritten Offering Registration or registered offering is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, of such requesting persons or entities, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities securities, if any, as to which Registration or a registered offering has been requested pursuant to the piggy-back registration rights, if any, of the Company that Other PIPE Investors set forth in the Company desires to sellOther PIPE Investors Subscription Agreement, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares the shares of Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated desires to register pursuant to separate written contractual arrangements with such persons or entitiessell, which can be sold without exceeding the Maximum Number of Securities; and (E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder or the Other PIPE Investors, which can be sold without exceeding the Maximum Number of Securities; and (c) if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1.4 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in subsection 2.1.5.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares the Company Ordinary Shares or other equity securities of the Company that the Company desires to sell, taken together with (ai) the shares Company Ordinary Shares or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 2.2.1, and (ciii) the shares Company Ordinary Shares or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then: (ia) If if the Underwritten Offering Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, the Company Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A) and (1) the Gold Sino Piggyback Rights Amendment (as defined below) is obtained in accordance with Section 2.2.5, the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1 and the shares of Company Ordinary Shares or other equity securities requested by holders under the Gold Sino Agreement (as defined below) exercising their rights to register their shares of Company Ordinary Shares or other equity securities, pro rata, based on the respective number of Registrable Securities and Company Ordinary Shares or other equity securities, if any, that each Holder and each holder under the Gold Sino Agreement has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities and shares of Company Ordinary Shares or other equity securities, if any, that the Holders and such holders under the Gold Sino Agreement have requested to be included in such Underwritten Offering or if (2) the Gold Sino Piggyback Rights Amendment is not obtained in accordance with Section 2.2.5, the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1 based on the respective number of Registrable Securities that each Holder has requested to be included in such Underwritten Offering after the Company has complied with the request, if any, by holders under the Gold Sino Agreement exercising their rights to register their shares of Company Ordinary Shares or other equity securities, in each case, in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (b) if the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the Company Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A)) and (1) the Gold Sino Piggyback Rights Amendment is obtained in accordance with Section 2.2.5, the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1Section 2.2.1 and the shares of Company Ordinary Shares or other equity securities requested by holders under the Gold Sino Agreement exercising their rights to register their shares of Company Ordinary Shares or other equity securities, Pro Ratapro rata, based on the respective number of Registrable Securities and Company Ordinary Shares or other equity securities, if any, that each Holder and each holder under the Gold Sino Agreement has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities and shares of Company Ordinary Shares or other equity securities, if any, that the Holders and such holders under the Gold Sino Agreement have requested to be included in such Underwritten Offering or if (2) the Gold Sino Piggyback Rights Amendment is not obtained in accordance with Section 2.2.5, the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1 based on the respective number of Registrable Securities that each Holder has requested to be included in such Underwritten Offering after the Company has complied with the request, if any, by holders under the Gold Sino Agreement exercising their rights to register their shares of Company Ordinary Shares or other equity securities, in each case, in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and , (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Company Ordinary Shares or other equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or (ii) If the Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering (A) first, Ordinary Shares or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.and

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares or equity securities of the Company that the Company desires to sell, taken together with (a) the shares or equity securities of the Company, if any, as to which the Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (b) the Registrable Securities as to which a Piggyback Registration has been requested pursuant to this Section 2.2 hereof and (c) the shares or equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to separate written contractual piggyback registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then: (i) If the Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering (A) first, the Ordinary Shares Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.12.2.1 hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares Common Stock or other equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other shareholders stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or (ii) If the Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering (A) first, Ordinary Shares Common Stock or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities of the Company that the Company desires or the Demanding Holders desire to sell, taken together with (ai) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration has been requested pursuant to this Section 2.2 and (ciii) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of Persons other shareholders than the Holders of the CompanyRegistrable Securities hereunder, exceeds the Maximum Number of Securities, then: (ia) If if the Underwritten Offering Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, the Ordinary Shares shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Ratapro rata, as nearly as practicable, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of Persons other shareholders than the Holders of the CompanyRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; or; (iib) If if the Underwritten Offering Registration or registered offering is pursuant to a request by persons or entities Persons other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, of such requesting persons or entitiesPersons, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Ratapro rata, as nearly as practicable, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares the shares of Common Stock or other equity securities of the Company for the account of other persons securities, if any, as to which Registration or entities that the Company is obligated to register a registered offering has been requested pursuant to separate written contractual arrangements with piggy-back registration rights of such persons or entitiesPersons other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and (c) if the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares the Company Ordinary Shares or other equity securities of the Company that the Company desires to sell, taken together with (ai) the shares Company Ordinary Shares or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 2.2.1, and (ciii) the shares Company Ordinary Shares or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then: (ia) If if the Underwritten Offering Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, the Company Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A) and (1) the Gold Sino Piggyback Rights Amendment (as defined below) is obtained in accordance with Section 2.2.5, the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1 and the shares of Company Ordinary Shares or other equity securities requested by holders under the Gold Sino Agreement (as defined below) exercising their rights to register their shares of Company Ordinary Shares or other equity securities, pro rata, based on the respective number of Registrable Securities and Company Ordinary Shares or other equity securities, if any, that each Holder and each holder under the Gold Sino Agreement has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities and shares of Company Ordinary Shares or other equity securities, if any, that the Holders and such holders under the Gold Sino Agreement have requested to be included in such Underwritten Offering or if (2) the Gold Sino Piggyback Rights Amendment is not obtained in accordance with Section 2.2.5, the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1 based on the respective number of Registrable Securities that each Holder has requested to be included in such Underwritten Offering after the Company has complied with the request, if any, by holders under the Gold Sino Agreement exercising their rights to register their shares of Company Ordinary Shares or other equity securities, in each case, in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (b) if the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the Company Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A)) and (1) the Gold Sino Piggyback Rights Amendment is obtained in accordance with Section 2.2.5, the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1Section 2.2.1 and the shares of Company Ordinary Shares or other equity securities requested by holders under the Gold Sino Agreement exercising their rights to register their shares of Company Ordinary Shares or other equity securities, Pro Ratapro rata, based on the respective number of Registrable Securities and Company Ordinary Shares or other equity securities, if any, that each Holder and each holder under the Gold Sino Agreement has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities and shares of Company Ordinary Shares or other equity securities, if any, that the Holders and such holders under the Gold Sino Agreement have requested to be included in such Underwritten Offering or if (2) the Gold Sino Piggyback Rights Amendment is not obtained in accordance with Section 2.2.5, the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1 based on the respective number of Registrable Securities that each Holder has requested to be included in such Underwritten Offering after the Company has complied with the request, if any, by holders under the Gold Sino Agreement exercising their rights to register their shares of Company Ordinary Shares or other equity securities, in each case, in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and , (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Company Ordinary Shares or other equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or (ii) If the Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering (A) first, Ordinary Shares or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and and (Dc) fourthif the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares or other equity securities of then the Company for shall include in any such Registration or registered offering securities in the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securitiespriority set forth in Section 2.1.5.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares OceanTech Securities or other equity securities of the Company that the Company desires to sell, taken together with (ai) the shares OceanTech Securities or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 hereof, and (ciii) the shares OceanTech Securities or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then: (ia) If the Underwritten Offering Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration or registered offering: (A) first, the Ordinary Shares OceanTech Securities or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the OceanTech Securities or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to written contractual piggyback piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or; (iib) If the Underwritten Offering Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, Ordinary Shares the OceanTech Securities or other equity securities of the Companysecurities, if any, of such requesting persons or entities, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the OceanTech Securities or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares the OceanTech Securities or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and (c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares or equity securities of the Company that the Company desires to sell, taken together with (a) the shares or equity securities of the Company, if any, as to which the Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (b) the Registrable Securities as to which a Piggyback Registration has been requested pursuant to this Section 2.2 hereof and (c) the shares or equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to separate written contractual piggyback registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then: (i) If the Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering (A) first, the Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (BA) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.12.2.1 hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (CA) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares or other equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or (ii) If the Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering (A) first, Ordinary Shares or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (BA) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (CA) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (DA) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares the Company Ordinary Shares or other equity securities of the Company that the Company desires to sell, taken together with (ai) the shares Company Ordinary Shares or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 hereof, and (ciii) the shares Company Ordinary Shares or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then: (i) If if the Underwritten Offering Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, the Company Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1Section 2.2(a), Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Company Ordinary Shares or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to written contractual piggyback piggy-back registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; or; (ii) If if the Underwritten Offering Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, the Company Ordinary Shares or other equity securities of the Companysecurities, if any, of such requesting persons or entities, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1Section 2.2(a), Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Company Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Company Ordinary Shares or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and (iii) if the Registration or registered offering is pursuant to a request by ▇▇▇▇▇▇(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1(e).

Reduction of Piggyback Registration. If a Piggyback Registration is to be an Underwritten Offering and the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback RegistrationUnderwriters, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that that, in its opinion, the dollar amount or number of shares the Company Class A Ordinary Shares or other equity securities of the Company that the Company desires to sell, taken together with (a) the shares Company Class A Ordinary Shares or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Registrable Securities hereunder, (b) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 hereof, and (c) the shares Company Class A Ordinary Shares or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration has been requested pursuant to separate written contractual piggyback piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then: (i) If 2.2.2.1 if the Underwritten Offering Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration (Aa) first, the Company Class A Ordinary Shares or other equity securities of the Company that the Company desires to sellsell for its own account, which can be sold without exceeding the Maximum Number of Securities; (Bb) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Aa), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.12.2.1 hereof, Pro Ratapro rata based on the number of securities requested to be included, which can be sold without exceeding the Maximum Number of Securities; and (Cc) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) a), and (Bb), the Company Class A Ordinary Shares or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration has been requested pursuant to written contractual piggyback piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities; orand (ii) If 2.2.2.2 if the Underwritten Offering Registration or registered offering is pursuant to a request by persons or entities Persons other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration (Aa) first, the Company Class A Ordinary Shares or other equity securities of the Companysecurities, if any, of such requesting persons or entitiesPersons, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (Bb) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (Aa), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.12.2.1 hereof, Pro Ratapro rata based on the number of securities requested to be included, which can be sold without exceeding the Maximum Number of Securities; (Cc) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Aa) and (Bb), the Company Class A Ordinary Shares or other equity securities of the Company that the Company desires to sellsell for its own account, which can be sold without exceeding the Maximum Number of Securities; and (Dd) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (Aa), (Bb) and (Cc), the Company Class A Ordinary Shares or other equity securities of the Company for the account of other persons or entities Persons that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entitiesPersons, which can be sold without exceeding the Maximum Number of Securities; 2.2.2.3 if the Registration or registered offering is pursuant to a request by H▇▇▇▇▇(s) of Registrable Securities pursuant to Section 2.1, then the Company shall include in any such Registration or registered offering the securities in the priority set forth in subsection 2.1.6.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares the Common Stock or other equity securities of the Company that the Company desires to sell, taken together with (ai) the shares Common Stock or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a Shelf Takedown has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 hereof, and (ciii) the shares Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a Shelf Takedown has been requested pursuant to separate written contractual piggyback piggy-back registration rights of other shareholders stockholders of the Company, exceeds the Maximum Number of Securities, then: (ia) If the Underwritten Offering Registration or Shelf Takedown is undertaken at the Company’s initiative for the Company’s account, the Company shall include in any such Underwritten Offering Registration or Shelf Takedown (A) first, the Ordinary Shares Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1Section 2.2.1 hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a Shelf Takedown has been requested pursuant to written contractual piggyback piggy-back registration rights of other shareholders of the Companypersons or entities, which can be sold without exceeding the Maximum Number of Securities; or; (iib) If the Underwritten Offering Registration or Shelf Takedown is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration or Shelf Takedown (A) first, Ordinary Shares the Common Stock or other equity securities of the Companysecurities, if any, of such requesting persons or entities, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Rata, pro rata based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering as compared to the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the Common Stock or other equity securities of the Company that the Company desires to sell, sell which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares the Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, entities which can be sold without exceeding the Maximum Number of Securities. (c) If the Registration or Shelf Takedown is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or Shelf Takedown securities in accordance with Section 2.1.5. (d) Notwithstanding the foregoing, if the Registrable Securities requested to be included in a Registration or Shelf Takedown by any Holder pursuant to Section 2.2.1 differ from the type of equity securities proposed to be registered by the Company and the managing Underwriter for the related underwritten offering advises the Company in writing that due to such differences the inclusion of such Registrable Securities would cause a material adverse effect on the price or success of the offering (an “Adverse Effect”), and the Company notifies such Holder in writing of such advice, then (A) the number of such Holder’s or Holders’ Registrable Securities to be included in the Registration or Shelf Takedown shall be reduced to an amount which, in the judgment of such managing Underwriter, would eliminate such Adverse Effect or (B) if no such reduction would, in the judgment of such managing Underwriter, eliminate such Adverse Effect, then the Company shall have the right to exclude all such Registrable Securities from such Registration or Shelf Takedown; provided, however, that, in the case of this clause (B), no other securities that are the same as, or similar to, the Registrable Securities that had been requested to be included in a Registration or Shelf Takedown by any Holder pursuant to Section 2.2.1 shall be included and offered for the account of any other Person (other than the Company) in such Registration or Shelf Takedown. Any partial reduction in the number of Registrable Securities to be included in the Registration or Shelf Takedown pursuant to clause (A) of the immediately preceding sentence shall be effected on a pro rata basis among each of the Holders requesting inclusion of Registrable Securities in such Registration or Shelf Takedown and each of the other holders of securities of the Company that are requesting inclusion of securities of the Company in such Registration or Shelf Takedown that are the same as, or similar to, the Registrable Securities that had been requested to be included by Holders, based on the ratio that the number of Registrable Securities or other securities of the Company that each such Holder or each such other holder requested to be included bears to the total number of Registrable Securities and other securities of the Company that all Holders and such other holders requested to be included.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares or equity securities of the Company that the Company desires to sell, taken together with (a) the shares or equity securities of the Company, if any, as to which the Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (b) the Registrable Securities as to which a Piggyback Registration has been requested pursuant to this Section 2.2 and (c) the shares or equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to separate written contractual piggyback registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then: (i) If the Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering (A) first, the Ordinary Shares Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares Common Stock or other equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or (ii) If the Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering (A) first, Ordinary Shares Common Stock or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares the Company Ordinary Shares or other equity securities of the Company that the Company desires to sell, taken together with (ai) the shares Company Ordinary Shares or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 hereof, and (ciii) the shares Company Ordinary Shares or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then: (ia) If if the Underwritten Offering Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, the Company Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Company Ordinary Shares or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to written contractual piggyback piggy-back registration rights of persons or entities other shareholders than the Holders of the Company, which can be sold without exceeding the Maximum Number of Securities; orRegistrable Securities hereunder; (iib) If if the Underwritten Offering Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, the Company Ordinary Shares or other equity securities of the Companysecurities, if any, of such requesting persons or entities, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection Section 2.2.1, Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Company Ordinary Shares or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Company Ordinary Shares or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and (c) if the Registration or registered offering is pursuant to a request by ▇▇▇▇▇▇(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities of the Company that the Company desires to sell, taken together with (ai) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which the Underwritten Offering Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (bii) the Registrable Securities as to which a Piggyback Registration registration has been requested pursuant to this Section 2.2 2.02 hereof, and (ciii) the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, exceeds the Maximum Number of Securities, then: (i) : If the Underwritten Offering Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, the Ordinary Shares shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1Section 2.02(a), Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, as to which inclusion in the Underwritten Offering Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of persons or entities other shareholders than the Holders of the CompanyRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; or (ii) If the Underwritten Offering Registration or registered offering is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering Registration or registered offering (A) first, Ordinary Shares the shares of Common Stock or other equity securities of the Companysecurities, if any, of such requesting persons or entities, other than the HoldersHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1Section 2.02(a), Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Ordinary Shares the shares of Common Stock or other equity securities securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggyback registration rights of persons or entities other than the Company that the Company desires to sellHolders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Ordinary Shares the shares of Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated desires to register pursuant to separate written contractual arrangements with such persons or entitiessell, which can be sold without exceeding the Maximum Number of Securities; and If the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by ▇▇▇▇▇▇(s) of Registrable Securities pursuant to Section 2.01(c) hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.01(d).