Common use of Reduction of Underwritten Offering Clause in Contracts

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Shelf Underwriting Request, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) in writing that the dollar amount or number of shares of Registrable Securities which the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other securities which the Company desires to sell and the Ordinary Shares or other securities, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of securities that can be sold in such underwritten offering 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 securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such underwritten offering: (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (pro rata based on the respective number of shares that each such Requesting Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares or other securitiesCommon Stock, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders of the Company who desire to sellCompany, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offeringUnderwritten Offering, as follows: (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or and the Demanding Original Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicableif any) (pro rata based on the respective number of shares Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Demanding New Holders or Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Original Holders (as applicable) and Requesting Holders have requested be included in such Registration, regardless of the number of Registrable Securities held by each Underwritten Shelf Takedown (such Demanding New Holders or the Demanding Original Holders (proportion is referred to herein as applicable“Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (pro rata based on Common Stock or other equity securities that the respective number of shares that each such Requesting Holder has requested be included in such RegistrationCompany desires to sell, regardless of the number of Registrable Securities held by each such Requesting Holder) that which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares Common Stock or other equity securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons or entities that the Company is obligated to register offer in a Registration an Underwritten Offering pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy-back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all other shares of Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: (i) firstUnderwritten Offering, all Ordinary Shares (before including any shares of Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities) permitted to be and desired to be sold by the PIPE Investors and , the Registrable Securities of (a) first, the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)) that can be sold without exceeding the Maximum Number of Securities; Securities (iipro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten Shelf Takedown) and (b) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (if any) (pro rata based on the respective number of shares Registrable Securities that each such Requesting Holder (if any) has requested be included in such Registration, regardless of Underwritten Shelf Takedown and the aggregate number of Registrable Securities held by each that all of the Requesting Holders have requested be included in such Requesting HolderUnderwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the CompanyPubCo, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Investor Rights Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities which the Company that PubCo desires to sell and the Ordinary Shares all other shares of Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company PubCo shall include in such underwritten offering: Underwritten Offering, (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)) that can be sold without exceeding the Maximum Number of Securities; Securities pro rata among such Holders on the basis of the number of Registrable Securities requested to be included by each such Holder, (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i)reached, the Registrable Securities of any Requesting Holders (pro rata based on the respective number of shares that each such Requesting Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares Common Stock or other equity securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons or entities that the Company PubCo is obligated to register include in a Registration such Underwritten Offering pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities, and (iii) to the extent that the Maximum Number of Securities has not been reached, such number of shares of Common Stock or other equity securities proposed to be sold by PubCo until the Maximum Number of Securities is reached. Notwithstanding anything herein to the contrary, if the Maximum Number of Securities is less than 75% of the number of Registrable Securities requested by the Holders to be included in such Underwritten Shelf Takedown, such Underwritten Shelf Takedown shall not count as an Underwritten Shelf Takedown demanded by any Holder for purposes of Section 3.1.3.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises advise the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) Stockholders and the Stockholders requesting piggyback rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Stockholders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) Stockholders and the Requesting Holders Stockholders (if any) desire to sell, taken together with all other Ordinary Shares shares of the Company Common Stock or other equity securities which that the Company desires to sell and all other shares of the Ordinary Shares Company Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back piggyback registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, 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 the Company shall include in such underwritten offeringUnderwritten Offering, before including any shares of the Company Common Stock or other equity securities proposed to be sold by Company or by other holders of the Company Common Stock or other equity securities the following: (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors Stockholders and the Demanding New Holders or the Demanding Original Holders Requesting Stockholders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicableif any) (pro rata based on the respective number of shares Registrable Securities that each Demanding Stockholder and Requesting Stockholder (if any) has requested be included in such Demanding New Holders or Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Original Holders (as applicable) Stockholders and Requesting Stockholders have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (iSection 2.1.5(i), the Registrable Securities of any Requesting Holders (pro rata based on the respective number of shares Company Common Stock or other equity securities that each such Requesting Holder has requested be included in such RegistrationCompany desires to sell, regardless of the number of Registrable Securities held by each such Requesting Holder) that which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (iSection 2.1.5(i) and 2.1.5 (ii), the Ordinary Shares Company Common Stock or other equity securities of any other Stockholder or any other person that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register include in a Registration such Underwritten Offering pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities. To facilitate the allocation of Registrable Securities in accordance with the above provisions, the Company or the Underwriters may round the number of shares allocated to any Stockholder to the nearest one-hundred (100) shares. The Company shall not be required to include any Registrable Securities in such Underwritten Shelf Takedown unless the Stockholders accept the terms of the underwriting as agreed upon between the Company and its Underwriters.

Reduction of Underwritten Offering. If the managing Underwriter underwriter or Underwriters underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the CompanyIssuer, the Demanding New Holders or Holders(s) and any persons requesting piggyback rights, including, without limitation, under the Demanding Original Holders A&R Registration Rights Agreement (as applicable) and defined below), this Subscription Agreement or Other Eligible Subscription Agreements, or other separate contractual arrangements with persons or entities (collectively, the “Requesting Holders Piggyback Holders”), with respect to such Underwritten Shelf Takedown (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Class A Shares or other equity securities which that the Company desires to sell Requesting Piggyback Holders (if any) and the Ordinary Shares or other securities, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights held by other shareholders of the Company who Issuer desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such the underwritten offering 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 the Company Issuer shall include in such underwritten offering, before including any Class A Shares or other equity securities proposed to be sold by Issuer or by other holders of Class A Shares or other equity securities: (i) first, all Ordinary Shares (the aggregate amount or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the number of Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares Registrable Securities that each such Demanding New Holders or the Demanding Original Holders (as applicable) have Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf Takedown) that which can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (pro rata based on the respective aggregate amount or number of shares that each such Class A Shares or other equity securities, if any, as to which registration or a registered offering has been requested by Requesting Holder has requested be included Piggyback Holders pursuant to the registration rights set forth in such Registrationthe A&R Registration Rights Agreement (any persons requesting or demanding registration rights pursuant to the A&R Registration Rights Agreement, regardless of the number of Registrable Securities held by each such “Requesting HolderA&R Holders”) that which can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Class A Shares or other equity securities, if any, of Requesting Piggyback Holders exercising their registration rights pursuant to this Subscription Agreement or Other Eligible Subscription Agreements (any persons requesting or demanding registration rights pursuant to this Subscription Agreement or Other Eligible Subscription Agreements, the “Requesting Eligible Subscriber Holders”) (pro rata based on the respective number of registrable securities that the Company desires to sell for its own account that each such other Requesting Piggyback Holder has requested be included in such Underwritten Shelf Takedown) which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Class A Shares or other equity securities for the account of other persons that the Company is obligated Issuer desires to register in a Registration pursuant to separate written contractual arrangements with such persons and sell which can be sold that can be sold without exceeding the Maximum Number of Securities; and (v) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii), (iii) and (iv), Class A Shares or other equity securities, if any, of Requesting Piggyback Holders exercising their registration rights pursuant to other separate contractual arrangements with persons or entities (any persons requesting or demanding registration rights pursuant to such other arrangements, the “Requesting Other Holders”) (pro rata based on the respective number of registrable securities that each such other Requesting Piggyback Holder has requested be included in such Underwritten Shelf Takedown) which can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicableHolder(s) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicableHolder(s) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Company Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all Company Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: (i) firstUnderwritten Offering, all Ordinary Shares (before including any Company Common Stock or other equity securities proposed to be sold by Company or by other holders of Company Common Stock or other equity securities) permitted to be and desired to be sold by the PIPE Investors and , the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors Holder(s) and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (pro rata based on the respective number of shares that each such Requesting Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding Holder and Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (iii) third. To facilitate the allocation of Registrable Securities in accordance with the above provisions, the Company or the Underwriters may round the number of shares allocated to any Holder to the extent that nearest 100 shares. The Company shall not be required to include any Registrable Securities in such Underwritten Shelf Takedown unless the Maximum Number Holders accept the terms of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that underwriting as agreed upon between the Company desires to sell for and its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of SecuritiesUnderwriters.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicableHolder(s) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicableHolder(s) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Class A ordinary shares or other equity securities which that the Company desires to sell and the Ordinary Shares all other Class A ordinary shares or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, 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 the Company shall include in such underwritten offering: (i) firstUnderwritten Offering, all Ordinary Shares (before including any Class A ordinary shares or other equity securities) permitted to be and desired securities proposed to be sold by the PIPE Investors and Company or by other holders of Class A ordinary shares or other equity securities, the Registrable Securities of the Demanding New Holders or and the Demanding Original Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicableif any) (pro rata based on the respective number of shares Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Demanding New Holders or Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Original Holders and Requesting Holders (as applicableif any) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (pro rata based on the respective number of shares that each such Requesting Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Common Shares or other equity securities which that the Company desires to sell and the Ordinary all other Common Shares or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellshareholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: Underwritten Offering, before including any Common Shares or other equity securities proposed to be sold by Company or by other holders of Common Shares or other equity securities, the Registrable Securities of (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)) that can be sold without exceeding the Maximum Number of Securities; Securities (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten Shelf Takedown) and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (if any) (pro rata based on the respective number of shares Registrable Securities that each such Requesting Holder (if any) has requested be included in such Registration, regardless of Underwritten Shelf Takedown and the aggregate number of Registrable Securities held by each that all of the Requesting Holders have requested be included in such Requesting HolderUnderwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all other Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: Underwritten Offering, before including any Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities, the Registrable Securities of (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)) that can be sold without exceeding the Maximum Number of Securities; Securities (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten Shelf Takedown) and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (if any) (pro rata based on the respective number of shares Registrable Securities that each such Requesting Holder (if any) has requested be included in such Registration, regardless of Underwritten Shelf Takedown and the aggregate number of Registrable Securities held by each that all of the Requesting Holders have requested be included in such Requesting HolderUnderwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all other shares of Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: (i) firstUnderwritten Offering, all Ordinary Shares (before including any shares of Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities) permitted to be and desired to be sold by the PIPE Investors and , the Registrable Securities of the Demanding New Holders or and the Demanding Original Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicableif any) (pro rata based on the respective number of shares Registrable Securities that each such Demanding New Holders Holder and Requesting Holder (if any) has requested to be included; provided that, if any Demanding Holder or Requesting Holder is a natural person, the Demanding Original Holders (as applicable) have requested be included Company shall include in such Registration, regardless of Underwritten Offering the number of Registrable Securities held by each of such Demanding New Holders natural person, in an amount of up to $5 million or the Demanding Original Holders (as applicable)such Registrable Securities representing all of such natural person’s Registrable Securities, without any pro rata reduction) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to . To facilitate the extent that allocation of Registrable Securities in accordance with the Maximum Number of Securities has not been reached under the foregoing clause (i)above provisions, the Registrable Securities of any Requesting Holders (pro rata based on Company or the respective Underwriters may round the number of shares that each such Requesting allocated to any Holder has requested to the nearest 100 shares. The Company shall not be included required to include any Registrable Securities in such Registration, regardless Underwritten Shelf Takedown unless the Holders accept the terms of the number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding underwriting as negotiated in good faith and agreed upon among the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii)Company, the Ordinary Shares or other securities that Demanding Holders participating in such Underwritten Shelf Takedown and the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of SecuritiesUnderwriters.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or and Holders requesting piggyback rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the Demanding Original Holders (as applicable“Requesting Holders”) and the Requesting Holders (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all other shares of Common Stock or other equity securities, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back piggyback registration rights entered into after the date hereof held by any other shareholders of the Company stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Shelf Takedown without adversely materially 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 the Company shall include in such underwritten offeringUnderwritten Shelf Takedown, as follows: (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or and the Demanding Original Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicableif any) (pro rata based on the respective number of shares Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Demanding New Holders or Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Original Holders (as applicable) and Requesting Holders have requested be included in such Registration, regardless of the number of Registrable Securities held by each Underwritten Registration (such Demanding New Holders or the Demanding Original Holders (proportion is referred to herein as applicable“Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities shares of any Requesting Holders (pro rata based on Common Stock or other equity securities that the respective number of shares that each such Requesting Holder has requested be included in such RegistrationCompany desires to sell, regardless of the number of Registrable Securities held by each such Requesting Holder) that which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements entered into after the date hereof with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement or another registration rights agreement of the Company with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Common Shares or other equity securities which that the Company desires to sell and the Ordinary all other Common Shares or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellshareholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: Underwritten Offering, before including any Common Shares or other equity securities proposed to be sold by Company or by other holders of Common Shares or other equity securities, the Registrable Securities of (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)) that can be sold without exceeding the Maximum Number of Securities; Securities (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten Shelf Takedown) and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (if any) (pro rata based on the respective number of shares Registrable Securities that each such Requesting Holder (if any) has requested be included in such Registration, regardless of Underwritten Shelf Takedown and the aggregate number of Registrable Securities held by each that all of the Requesting Holders have requested be included in such Requesting HolderUnderwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) Investors and the Investors requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Investors”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) Investors and the Requesting Holders Investors (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all other shares of Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offeringUnderwritten Offering, before including any shares of Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities the following: (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Requesting Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicableif any) (pro rata based on the respective number of shares Registrable Securities that each Demanding Investor and Requesting Investor (if any) has requested be included in such Demanding New Holders or Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Original Holders (as applicable) Investors and Requesting Investors have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; , (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (iSection 2.1.5(i), the Registrable Securities of any Requesting Holders (pro rata based on the respective number of shares Common Stock or other equity securities that each such Requesting Holder has requested be included in such RegistrationCompany desires to sell, regardless of the number of Registrable Securities held by each such Requesting Holder) that which can be sold without exceeding the Maximum Number of Securities; Securities and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (iSection 2.1.5(i) and 2.1.5 (ii), the Ordinary Shares Common Stock or other equity securities of any other Investor or any other person that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register include in a Registration such Underwritten Offering pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities. To facilitate the allocation of Registrable Securities in accordance with the above provisions, the Company or the Underwriters may round the number of shares allocated to any Investor to the nearest 100 shares. The Company shall not be required to include any Registrable Securities in such Underwritten Shelf Takedown unless the Investors accept the terms of the underwriting as agreed upon between the Company and its Underwriters.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the CompanyPubCo, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Investor Rights Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities which the Company that PubCo desires to sell and the Ordinary Shares all other shares of Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company PubCo shall include in such underwritten offering: Underwritten Offering, (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)) that can be sold without exceeding the Maximum Number of Securities; Securities pro rata among such Holders on the basis of the number of Registrable Securities requested to be included by each such Holder, (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i)reached, the Registrable Securities of any Requesting Holders (pro rata based on the respective number of shares that each such Requesting Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares Common Stock or other equity securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons or entities that the Company PubCo is obligated to register include in a Registration such Underwritten Offering pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities, and (iii) to the extent that the Maximum Number of Securities has not been reached, such number of shares of Common Stock or other equity securities proposed to be sold by PubCo until the Maximum Number of Securities is reached. Notwithstanding anything herein to the contrary, if the Maximum Number of Securities is less than 75% of the number of Registrable Securities requested by the Holders to be included in such Underwritten Shelf Takedown, such Underwritten Shelf Takedown shall not count as an Underwritten Shelf Takedown demanded by any Holder for purposes of subsection 3.1.3.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all other shares of Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: (i) firstUnderwritten Offering, all Ordinary Shares (before including any shares of Common Stock or other equity securities) permitted to be and desired securities proposed to be sold by the PIPE Investors and Company or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding New Holders or and the Demanding Original Requesting Holders (if any) (pro rata, as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (nearly as applicable)possible, the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such PIPE Investors have requested to be included), Underwritten Shelf Takedown and 80% for the aggregate number of Registrable Securities that the Demanding New Holders or the Demanding Original and Requesting Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)) Underwritten Shelf Takedown that can be sold without exceeding the Maximum Number of Securities; (ii) second, to ). To facilitate the extent that allocation of Registrable Securities in accordance with the Maximum Number of Securities has not been reached under the foregoing clause (i)above provisions, the Registrable Securities of any Requesting Holders (pro rata based on Company or the respective Underwriters may round the number of shares that each such Requesting allocated to any Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses nearest ten (i10) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Registrable Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) Holder and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) Holder and the Requesting Holders (if any) desire to sell, taken together with all other Company Class A Ordinary Shares or other equity securities which that the Company desires to sell and the all other Company Class A Ordinary Shares or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellshareholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: (i) firstUnderwritten Offering, all before including any Company Class A Ordinary Shares (or other equity securities) permitted to be and desired securities proposed to be sold by the PIPE Investors and Company or by other holders of any Company Class A Ordinary Shares or other equity securities, the Registrable Securities of the Demanding New Holders or Holder and the Demanding Original Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicableif any) (pro rata based on the respective number of shares Registrable Securities that each such Demanding New Holders or Holder and Requesting Holder (if any) has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Original Holder and Requesting Holders (as applicableif any) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (pro rata based on the respective number of shares that each such Requesting Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises advise the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all other shares of Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offeringUnderwritten Offering, before including any shares of Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities, the Registrable Securities of: (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Demanding Holders’ Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)) that can be sold without exceeding the Maximum Number of SecuritiesSecurities (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten Shelf Takedown); and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting other requesting Holders (if any) (pro rata based on the respective number of shares Registrable Securities that each such Requesting requesting Holder (if any) has requested be included in such Registration, regardless of Underwritten Shelf Takedown and the aggregate number of Registrable Securities held by each that all of the Requesting Holders have requested be included in such Requesting HolderUnderwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all other shares of Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: (i) firstUnderwritten Offering, all Ordinary Shares (before including any shares of Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities) permitted to be and desired to be sold by the PIPE Investors and , the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Requesting Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares Registrable Securities that each such Demanding New Holders or the Demanding Original Holders (as applicable) have Holder and Requesting Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (pro rata based on the respective number of shares that each such Requesting Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Underwritten Shelf Takedown or Underwritten Demand Registration or Shelf Underwriting RequestOffering, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Offering (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all other shares of Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: (i) firstUnderwritten Offering, all Ordinary Shares (before including any shares of Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities) permitted to be and desired to be sold by the PIPE Investors and , the Registrable Securities of the Demanding New Holders or and the Demanding Original Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicableif any) (pro rata based on the respective number of shares Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Demanding New Holders or Underwritten Offering and the aggregate number of Registrable Securities that the Demanding Original Holders (as applicable) and Requesting Holders have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Offering) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to . To facilitate the extent that allocation of Registrable Securities in accordance with the Maximum Number of Securities has not been reached under the foregoing clause (i)above provisions, the Registrable Securities of any Requesting Holders (pro rata based on Company or the respective Underwriters may round the number of shares that each such Requesting allocated to any Holder has requested to the nearest 100 shares. The Company shall not be included required to include any Registrable Securities in such Registration, regardless Underwritten Offering unless the Holders accept the terms of the number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that underwriting as agreed upon between the Company desires to sell for and its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of SecuritiesUnderwriters.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or and any Holders requesting piggyback rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the Demanding Original Holders (as applicable) and the “Requesting Holders (if anyHolders”) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all other shares of Common Stock or other equity securities, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back piggyback registration rights held by any other shareholders of the Company stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering without materially and 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 the Company shall include in such underwritten offeringUnderwritten Offering, before including any shares of Common Stock or other equity securities proposed to be sold by the Company or other holders of such securities, as follows: (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or and the Demanding Original Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicableif any) (pro rata based on the respective number of shares Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Demanding New Holders or Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Original Holders (as applicable) and Requesting Holders have requested be included in such Registration, regardless of the number of Registrable Securities held by each Underwritten Registration (such Demanding New Holders or the Demanding Original Holders (proportion referred to herein as applicable“Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities shares of any Requesting Holders (pro rata based on Common Stock or other equity securities that the respective number of shares that each such Requesting Holder has requested be included in such RegistrationCompany desires to sell, regardless of the number of Registrable Securities held by each such Requesting Holder) that which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements entered into after the date hereof with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting Request, in good faithTakedown, advises the CompanyHoldCo, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy-back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary HoldCo Shares or other equity securities which the Company that HoldCo desires to sell and the Ordinary all other HoldCo Shares or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering Underwritten Offering 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 the Company HoldCo shall include in such underwritten offering: Underwritten Offering, before including any HoldCo Shares or other equity securities proposed to be sold by Company or by other holders of HoldCo Shares or other equity securities, the Registrable Securities of (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)) that can be sold without exceeding the Maximum Number of Securities; Securities (pro rata, as nearly as practicable, based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten Shelf Takedown) and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (if any) (pro rata rata, as nearly as practicable, based on the respective number of shares Registrable Securities that each such Requesting Holder (if any) has requested be included in such Registration, regardless of Underwritten Shelf Takedown and the aggregate number of Registrable Securities held that all of the Requesting Holders have requested be included in such Underwritten Shelf Takedown, or in such other proportion as shall mutually be agreed to by each all such Demanding Holders and Requesting HolderHolders, that can be) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting Request, in good faithTakedown, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities which that the Company desires to sell and the all other Ordinary Shares or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: Underwritten Offering, before including any Ordinary Shares or other equity securities proposed to be sold by Company or by other holders of Ordinary Shares or other equity securities, the Registrable Securities of (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)) that can be sold without exceeding the Maximum Number of Securities; Securities (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten Shelf Takedown) and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (if any) (pro rata based on the respective number of shares Registrable Securities that each such Requesting Holder (if any) has requested be included in such Registration, regardless of Underwritten Shelf Takedown and the aggregate number of Registrable Securities held by each that all of the Requesting Holders have requested be included in such Requesting HolderUnderwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Common Shares or other equity securities which that the Company desires to sell and the Ordinary all other Common Shares or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: (i) firstUnderwritten Offering, all Ordinary before including any Common Shares (or other equity securities proposed to be sold by Company or by other holders of Common Shares or other equity securities) permitted to be and desired to be sold by the PIPE Investors and , the Registrable Securities of the Demanding New Holders or and the Demanding Original Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders if any) (pro rata (as applicable), the Ordinary Shares (or other equity securitiesnearly as practicable) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such PIPE Investors have requested to be included), Underwritten Shelf Takedown and 80% for the aggregate number of Registrable Securities that the Demanding New Holders or the Demanding Original and Requesting Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to . To facilitate the extent that allocation of Registrable Securities in accordance with the Maximum Number of Securities has not been reached under the foregoing clause (i)above provisions, the Registrable Securities of any Requesting Holders (pro rata based on Company or the respective Underwriters may round the number of shares that each such Requesting allocated to any Holder has requested to the nearest 100 Registrable Securities. The Company shall not be included required to include any Registrable Securities in such Registration, regardless Underwritten Shelf Takedown unless the Holders accept the terms of the number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that underwriting as agreed upon between the Company desires to sell for and its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of SecuritiesUnderwriters.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number percentage, relative to the total outstanding Common Stock of shares the Company, of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all other Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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, applicable (the “Maximum Number of Securities”), then the Company shall include include, subject to Article V, in such underwritten offering: Underwritten Offering, before including any Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities, the Registrable Securities of (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)) that can be sold without exceeding the Maximum Number of Securities; Securities (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten Shelf Takedown) and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (if any) (pro rata based on the respective number of shares Registrable Securities that each such Requesting Holder (if any) has requested be included in such Registration, regardless of Underwritten Shelf Takedown and the aggregate number of Registrable Securities held by each that all of the Requesting Holders have requested be included in such Requesting HolderUnderwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggyback rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Class A Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all other shares of Class A Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back piggyback registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: Underwritten Offering, before including any shares of Class A Common Stock or other equity securities proposed to be sold by other holders of Class A Common Stock or other equity securities, the Registrable Securities of (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)) that can be sold without exceeding the Maximum Number of Securities; Securities (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten Shelf Takedown) and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (if any) (pro rata based on the respective number of shares Registrable Securities that each such Requesting Holder (if any) has requested be included in such Registration, regardless of Underwritten Shelf Takedown and the aggregate number of Registrable Securities held by each that all of the Requesting Holders have requested be included in such Requesting HolderUnderwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or and any Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the Demanding Original Holders (as applicable“Requesting Holders”) and the Requesting Holders (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Common Stock or other securities which that the Company desires to sell and the Ordinary Shares Common Stock or other securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Shelf Takedown pursuant to separate written contractual piggy-back registration rights held by other shareholders securityholders of the Company who desire to sellCompany, exceeds the maximum dollar amount or maximum number of securities that can be sold in such underwritten offering the Underwritten Shelf 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 the Company shall include in such underwritten offeringUnderwritten Shelf Takedown, as follows: (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or and the Demanding Original Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicableif any) (pro rata based on the respective number of shares Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Demanding New Holders or Underwritten Shelf Takedown as compared to the aggregate number of Registrable Securities that the Demanding Original Holders (as applicable) and Requesting Holders have requested be included in such Registration, regardless of the number of Registrable Securities held by each Underwritten Shelf Takedown (such Demanding New Holders or the Demanding Original Holders (proportion is referred to herein as applicable“Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the any May 2022 RRA Registrable Securities of any Requesting and December 2023 RRA Registrable Securities that the May 2022 RRA Holders (pro rata based on the respective number of shares that each such Requesting Holder has requested be included in such Registration, regardless and December 2023 RRA Holders desire to sell pursuant to their rights under Section 2.2 of the number May 2022 Registration Rights Agreement and Section 2.2 of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; December 2023 Registration Rights Agreement, (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses clause (i) and (ii), the Ordinary Shares Common Stock or other securities that the Company desires to sell for its own account that sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares Common Stock or other securities for the account of held by other persons or entities that the Company is obligated to register offer in a Registration an Underwritten Offering pursuant to separate written contractual arrangements with such persons or entities and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Class A Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all other shares of Class A Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, 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 the Company shall include in such underwritten offering: (i) firstUnderwritten Offering, all Ordinary Shares (before including any shares of Class A Common Stock or other equity securities proposed to be sold by Company or by other holders of Class A Common Stock or other equity securities) permitted to be and desired to be sold by the PIPE Investors and , the Registrable Securities of the Demanding New Holders or and the Demanding Original Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicableif any) (pro rata based on the respective number of shares Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Demanding New Holders or Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Original Holders and Requesting Holders (as applicableif any) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (pro rata based on the respective number of shares that each such Requesting Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Class A Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all other shares of Class A Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, 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 the Company shall include in such underwritten offering: (i) firstUnderwritten Offering, all Ordinary Shares (before including any shares of Class A Common Stock or other equity securities proposed to be sold by Company or by other holders of Class A Common Stock or other equity securities) permitted to be and desired to be sold by the PIPE Investors and , the Registrable Securities of the Demanding New Holders or and the Demanding Original Requesting Holders (if any) (pro rata, as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (nearly as applicable)practicable, the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such PIPE Investors have requested to be included), Underwritten Shelf Takedown and 80% for the aggregate number of Registrable Securities that the Demanding New Holders or the Demanding Original and Requesting Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicableif any) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to . To facilitate the extent that allocation of Registrable Securities in accordance with the Maximum Number of Securities has not been reached under the foregoing clause (i)above provisions, the Registrable Securities of any Requesting Holders (pro rata based on Company or the respective Underwriters may round the number of shares that each such Requesting allocated to any Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of nearest 10 Registrable Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Class A Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares shares of Class A Common Stock or other equity securities, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: (i) firstUnderwritten Offering, all Ordinary Shares (before including any shares of Class A Common Stock or other equity securities proposed to be sold by Company or by other holders of Class A Common Stock or other equity securities) permitted to be and desired to be sold by the PIPE Investors and , the Registrable Securities of the Demanding New Holders or and the Demanding Original Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicableif any) (pro rata based on the respective number of shares Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Demanding New Holders or Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Original Holders (as applicable) and Requesting Holders have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf takedown) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (pro rata based on the respective number of shares that each such Requesting Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Shelf Underwriting RequestUnderwritten Offering, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Offering (such Holders, the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all other shares of Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: Underwritten Offering, before including any shares of Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities, (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)) that can be sold without exceeding the Maximum Number of Securities; Securities (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten Offering), (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any the Requesting Holders (if any) (pro rata based on the respective number of shares Registrable Securities that each such Requesting Holder (if any) has requested be included in such Registration, regardless of Underwritten Offering and the aggregate number of Registrable Securities held by each that all of the Requesting Holders have requested be included in such Requesting HolderUnderwritten Offering) that can be sold without exceeding the Maximum Number of Securities; , (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell for its own account that sell, which can be sold without exceeding the Maximum Number of Securities; , and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares shares of Common Stock or other equity securities for the account of persons other persons than Holders of Registrable Securities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) Holder and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) Holder and the Requesting Holders (if any) desire to sell, taken together with all other Company Ordinary Shares or other equity securities which that the Company desires to sell and the all other Company Ordinary Shares or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellshareholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: Underwritten Offering, before including any Company Ordinary Shares or other equity securities proposed to be sold by Company or by other holders of Company Ordinary Shares or other equity securities, the Registrable Securities of (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)) that can be sold without exceeding the Maximum Number of Securities; Securities (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten Shelf Takedown) and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (if any) (pro rata based on the respective number of shares Registrable Securities that each such Requesting Holder (if any) has requested be included in such Registration, regardless of Underwritten Shelf Takedown and the aggregate number of Registrable Securities held by each that all of the Requesting Holders have requested be included in such Requesting HolderUnderwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; , and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares Company or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares persons or other securities for the account of other persons entities that the Company is obligated obliged to register in a Registration include pursuant to separate written contractual arrangements with such persons or entities and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all other shares of Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: Underwritten Offering, before including any shares of Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities, (iA) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Requesting Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares Registrable Securities that each Requesting Holder has requested be included in such Demanding New Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Requesting Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (iiB) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (iA), Common Stock or other equity securities for the Registrable Securities account of any Requesting Holders (pro rata based on other persons or entities that the respective number of shares that each Company is obligated to register pursuant to separate written contractual agreements with such Requesting Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Requesting Holder) persons or entities and that can be sold without exceeding the Maximum Number of Securities; and (iiiC) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (iA) and (iiB), the Ordinary Shares Common Stock or other equity securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourthsell, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that which can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the CompanyHoldco, the Demanding New Holders or the Demanding Original Holders (as applicable) Investors and the Investors requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Investors”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) Investors and the Requesting Holders Investors (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities which the Company that Holdco desires to sell and the all other Ordinary Shares or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellshareholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company Holdco shall include in such underwritten offering: Underwritten Offering, before including any Ordinary Shares or other equity securities proposed to be sold by Holdco or by other holders of Ordinary Shares or other equity securities, the Registrable Securities of (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)) that can be sold without exceeding the Maximum Number of Securities; Securities (pro rata based on the respective number of Registrable Securities that each Demanding Investor has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Demanding Investors have requested be included in such Underwritten Shelf Takedown) and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders Investors (if any) (pro rata based on the respective number of shares Registrable Securities that each such Requesting Holder Investor (if any) has requested be included in such Registration, regardless of Underwritten Shelf Takedown and the aggregate number of Registrable Securities held by each that all of the Requesting Investors have requested be included in such Requesting HolderUnderwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Company Common Shares (including any Underlying Common Shares) or other equity securities which that the Company desires to sell and the Ordinary Company Common Shares (including any Underlying Common Shares) or other equity securities, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: (i) firstUnderwritten Offering, all Ordinary before including any Company Common Shares (or other equity securities proposed to be sold by Company or by other holders of Company Common Shares or other equity securities) permitted to be and desired to be sold by the PIPE Investors and , the Registrable Securities of the Demanding New Holders or and the Demanding Original Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicableif any) (pro rata based on the respective number of shares Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Demanding New Holders or Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Original Holders (as applicable) and Requesting Holders have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf takedown) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (pro rata based on the respective number of shares that each such Requesting Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) Holder and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) Holder and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Class A Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all other shares of Class A Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: (i) firstUnderwritten Offering, all Ordinary Shares (before including any shares of Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities) permitted to be and desired to be sold by the PIPE Investors and , the Registrable Securities of the Demanding New Holders or Holder and the Demanding Original Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicableif any) (pro rata based on the respective number of shares Registrable Securities that each such Demanding New Holders or Holder and Requesting Holder (if any) has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Original Holder and Requesting Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (pro rata based on the respective number of shares that each such Requesting Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggyback rights pursuant to Section 2.2 of this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all other shares of Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back piggyback registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: (i) firstUnderwritten Offering, all Ordinary Shares (before including any shares of Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities) permitted to be and desired to be sold by the PIPE Investors and , the Registrable Securities of the Demanding New Holders or and the Demanding Original Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicableif any) (pro rata based on the respective number of shares Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Demanding New Holders or Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Original Holders (as applicable) and Requesting Holders have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (pro rata based on the respective number of shares that each such Requesting Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities which that the Company desires to sell and the all Ordinary Shares or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellshareholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: (i) firstUnderwritten Offering, all before including any Ordinary Shares (or other equity securities proposed to be sold by Company or by other holders of Ordinary Shares or other equity securities) permitted to be and desired to be sold by the PIPE Investors and , first the Registrable Securities of the Demanding New Holders or and the Demanding Original Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding excluding in each case any Cellebrite Original Holders Ordinary Equityholders) (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicableif any) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Holder and Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (ii) Securities and second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any the Demanding Holders and the Requesting Holders that are Cellebrite Original Ordinary Equityholders (if any) (pro rata based on the respective number of shares that each such Requesting Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding Holder and Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (iii) third. To facilitate the allocation of Registrable Securities in accordance with the above provisions, the Company or the Underwriters may round the number of shares allocated to any Holder to the extent that nearest 100 shares. The Company shall not be required to include any Registrable Securities in such Underwritten Shelf Takedown unless the Maximum Number Holders accept the terms of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that underwriting as agreed upon between the Company desires to sell for and its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of SecuritiesUnderwriters.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities which that the Company desires to sell and the all other Ordinary Shares or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellshareholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: (i) firstUnderwritten Offering, all before including any Ordinary Shares (or other equity securities proposed to be sold by Company or by other holders of Ordinary Shares or other equity securities) permitted to be and desired to be sold by the PIPE Investors and , the Registrable Securities of the Demanding New Holders or and the Demanding Original Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicableif any) (pro rata based on the respective number of shares Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Demanding New Holders or Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Original Holders (as applicable) and Requesting Holders have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (pro rata based on the respective number of shares that each such Requesting Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the CompanyPubCo, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities which that the Company PubCo desires to sell and the Ordinary all other Shares or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders of the Company who desire to sellPubCo, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company PubCo shall include in such underwritten offering: Underwritten Offering, (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors BC Cyan and the Demanding New Holders or ▇▇▇▇▇▇▇ Entities (to the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securitiesextent either is a Requesting Holder) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)) that can be sold without exceeding the Maximum Number of SecuritiesSecurities (pro rata based on the respective number of Registrable Securities that BC Cyan and the ▇▇▇▇▇▇▇ Entities (to the extent either is a Requesting Holder) have requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that BC Cyan and the ▇▇▇▇▇▇▇ Entities (to the extent either is a Requesting Holder) have requested be included in such Underwritten Shelf Takedown); (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any other Requesting Holders that can be sold without exceeding the Maximum Number of Securities (pro rata based on the respective number of shares Registrable Securities that each such Requesting Holder has requested be included in such Registration, regardless of Underwritten Shelf Takedown and the aggregate number of Registrable Securities held by each that all of the Requesting Holders, other than BC Cyan and the ▇▇▇▇▇▇▇ Entities, have requested be included in such Requesting Holder) that can be sold without exceeding the Maximum Number of SecuritiesUnderwritten Shelf Takedown); (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), equity securities, if any, that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other equityholders of the Ordinary Shares or other securities that the Company desires to sell for its own account PubCo that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other equity securities for the account of other persons that the Company is obligated PubCo desires to register in a Registration pursuant to separate written contractual arrangements with such persons and sell that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) Holder and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) Holder and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Pubco Shares or other equity securities which that the Company desires to sell and the Ordinary all other Pubco Shares or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellshareholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: (i) firstUnderwritten Offering, all Ordinary before including any Pubco Shares (or other equity securities proposed to be sold by Company or by other holders of Pubco Shares or other equity securities) permitted to be and desired to be sold by the PIPE Investors and , the Registrable Securities of the Demanding New Holders or Holder and the Demanding Original Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicableif any) (pro rata based on the respective number of shares Registrable Securities that each such Demanding New Holders or Holder and Requesting Holder (if any) has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Original Holder and Requesting Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (pro rata based on the respective number of shares that each such Requesting Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all other shares of Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: (i) firstUnderwritten Offering, all Ordinary Shares (before including any shares of Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities) permitted to be and desired to be sold by the PIPE Investors and , the Registrable Securities of the Demanding New Holders or and the Demanding Original Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders if any) (pro rata (as applicable), the Ordinary Shares (or other equity securitiesnearly as practicable) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such PIPE Investors have requested to be included), Underwritten Shelf Takedown and 80% for the aggregate number of Registrable Securities that the Demanding New Holders or the Demanding Original and Requesting Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to . To facilitate the extent that allocation of Registrable Securities in accordance with the Maximum Number of Securities has not been reached under the foregoing clause (i)above provisions, the Registrable Securities of any Requesting Holders (pro rata based on Company or the respective Underwriters may round the number of shares that each such Requesting allocated to any Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of nearest 100 Registrable Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises advise the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggyback rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities which that the Company desires to sell and the Ordinary Shares or all other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back piggyback registration rights held by any other shareholders of the Company who desire to sellshareholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offeringUnderwritten Offering, as follows: (ia) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares Registrable Securities that each Demanding Holder has requested be included in such Demanding New Holders or Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (iib) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (ia), the Registrable Securities of any Requesting Holders (pro rata based on the respective number of shares Registrable Securities that each such Requesting Holder has requested to be included in such Registration, regardless of the number of Registrable Securities held by each such Requesting HolderUnderwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (iiic) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (ia) and (iib), the Ordinary Shares or other equity securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (ivc) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (ia), (iib) and (iiic), the Ordinary Shares or such other equity securities for the account of other persons or entities that the Company is obligated to register include in a Registration such Underwritten Offering pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy-back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: Underwritten Offering, before including any Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities, the Registrable Securities of (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)) that can be sold without exceeding the Maximum Number of Securities; Securities (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten Shelf Takedown) and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (if any) (pro rata based on the respective number of shares Registrable Securities that each such Requesting Holder (if any) has requested be included in such Registration, regardless of Underwritten Shelf Takedown and the aggregate number of Registrable Securities held by each that all of the Requesting Holders have requested be included in such Requesting HolderUnderwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (iii) third. To facilitate the allocation of Registrable Securities in accordance with the above provisions, the Company or the Underwriters may round the number of shares allocated to any Holder to the extent that nearest 100 shares. The Company shall not be required to include any Registrable Securities in such Underwritten Shelf Takedown unless the Maximum Number Holders accept the terms of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that underwriting as agreed upon between the Company desires to sell for and its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of SecuritiesUnderwriters.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) Holder and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) Holder and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all other shares of Common Stock or other equity securities, if any, as to which Registration has have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: (i) first, all Ordinary Shares (include in such Underwritten Offering, before including any shares of Common Stock or other equity securities) permitted to be and desired securities proposed to be sold by Company or by other holders of Common Stock or other equity securities of the PIPE Investors and Company that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, the Registrable Securities of the Demanding New Holders or Holder and the Demanding Original Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicableif any) (pro rata based on the respective number of shares Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Demanding New Holders or Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Original Holder and Requesting Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; , (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (pro rata based on the respective number of shares Common Stock or other equity securities that each such Requesting Holder has requested be included in such Registrationthe Company desires to sell, regardless of the number of Registrable Securities held by each such Requesting Holder) that which can be sold without exceeding the Maximum Number of Securities; , and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy-back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities which that the Company desires to sell and the all Ordinary Shares or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellshareholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: Underwritten Offering, (i1) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or and the Demanding Original Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders if any) (as applicable)in each case, the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such PIPE Investors have requested to be included), Underwritten Shelf Takedown and 80% for the aggregate number of Registrable Securities that the Demanding New Holders or the Demanding Original and Requesting Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such RegistrationUnderwritten Shelf Takedown, regardless provided that, if the Registrable Securities held by the SPAC Holder accounts for twenty-five percent (25.0%) or less of the Registrable Securities requested be included in such Underwritten Shelf Takedown, the total number of Registrable Securities held by each such Demanding New Holders or of the Demanding Original Holders (as applicable)SPAC Holder will be included towards the Maximum Number of Securities) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (pro rata based on Ordinary Shares or other equity securities that the respective number of shares that each such Requesting Holder has requested be included in such RegistrationCompany desires to sell, regardless of the number of Registrable Securities held by each such Requesting Holder) that which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities. To facilitate the allocation of Registrable Securities in accordance with the above provisions, the Company or the Underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. The Company shall not be required to include any Registrable Securities in such Underwritten Shelf Takedown unless the Holders accept the terms of the underwriting as agreed upon between the Company and its Underwriters.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggyback registration rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Company Ordinary Shares or other equity securities which that the Company desires to sell and the all other Company Ordinary Shares or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back piggyback registration rights held by any other shareholders of the Company who desire to sellshareholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: Underwritten Offering, before including any Company Ordinary Shares or other equity securities proposed to be sold by the Company or by other holders of Company Ordinary Shares or other equity securities, (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares Registrable Securities that each Requesting Holder (if any) has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of SecuritiesShares; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (pro rata based on the respective number of shares Registrable Securities that each such Requesting Holder (if any) has requested be included in such Registration, regardless of Underwritten Shelf Takedown and the aggregate number of Registrable Securities held by each that all Requesting Holders have requested be included in such Requesting HolderUnderwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Company Ordinary Shares or other equity securities held by Holders requesting piggy-back registration rights pursuant to this Agreement (pro rata based on the respective number of Registrable Securities that the Company desires to sell for its own account each Requesting Holder has requested be included in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of SecuritiesShares; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the to other holders of Company Ordinary Shares or other securities for the account of other persons equity securities, if any, that the Company is obligated have been requested to register be sold in a Registration such Underwritten Offering pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securitiespiggy-back registration rights held by any other holders.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Shelf Underwriting Request, in good faithUnderwritten Offering, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy-back rights pursuant to this Agreement with respect to such Shelf Underwritten Offering (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Company Ordinary Shares or other securities which Equity Securities that the Company desires to sell and the Company Ordinary Shares or other securitiesEquity Securities of the Company, if any, as to which Registration has that have been requested to be sold in such Shelf Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellshareholders, exceeds the maximum dollar amount or maximum number of securities Equity Securities of the Company that can be sold in such underwritten offering Underwritten Offering 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 the Company shall include in such underwritten offering: (i) firstShelf Underwritten Offering, all before including any Company Ordinary Shares (or other equity securities) permitted to be and desired Equity Securities proposed to be sold by the PIPE Investors and Company or by other holders of Company Ordinary Shares or other Equity Securities of the Company, the Registrable Securities of the Demanding New Holders or and the Demanding Original Requesting Holders (if any) (pro rata, as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (nearly as applicable)practicable, the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such PIPE Investors have requested to be included), Shelf Underwritten Offering and 80% for the aggregate number of Registrable Securities that the Demanding New Holders or the Demanding Original and Requesting Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such RegistrationShelf Underwritten Offering, regardless of the number of Registrable Securities held or in such other proportion as shall mutually be agreed to by each all such Demanding New Holders or the Demanding Original Holders (as applicable)and Requesting Holders) that can be sold without exceeding the Maximum Number of Securities; (ii) secondprovided, however, that if the Board determines that an offering by the Company is in the best interests of the Company, then any Company Ordinary Shares or other Equity Securities proposed to be sold by the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (pro rata based on the respective number of shares that each such Requesting Holder has requested Company will be included in such RegistrationShelf Underwritten Offering in priority to any Registrable Securities proposed to be sold by the Demanding Holders and Requesting Holders (if any). To facilitate the allocation of Registrable Securities in accordance with the above provisions, regardless of the Company or the Underwriters may round the number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (iii) third, shares allocated to any Holder to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securitiesnearest 100 shares.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or and any Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the Demanding Original Holders (as applicable“Requesting Holders”) and the Requesting Holders (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Common Stock or other securities which that the Company desires to sell and the Ordinary Shares Common Stock or other securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Shelf Takedown pursuant to separate written contractual piggy-back registration rights held by other shareholders securityholders of the Company who desire to sellCompany, exceeds the maximum dollar amount or maximum number of securities that can be sold in such underwritten offering the Underwritten Shelf 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 the Company shall include in such underwritten offeringUnderwritten Shelf Takedown, as follows: (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or and the Demanding Original Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicableif any) (pro rata based on the respective number of shares Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Demanding New Holders or Underwritten Shelf Takedown as compared to the aggregate number of Registrable Securities that the Demanding Original Holders (as applicable) and Requesting Holders have requested be included in such Registration, regardless of the number of Registrable Securities held by each Underwritten Shelf Takedown (such Demanding New Holders or the Demanding Original Holders (proportion is referred to herein as applicable“Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (pro rata based on Common Stock or other securities that the respective number of shares that each such Requesting Holder has requested be included in such RegistrationCompany desires to sell, regardless of the number of Registrable Securities held by each such Requesting Holder) that which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares Common Stock or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of held by other persons or entities that the Company is obligated to register offer in a Registration an Underwritten Offering pursuant to separate written contractual arrangements with such persons or entities and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or and any Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the Demanding Original Holders (as applicable“Requesting Holders”) and the Requesting Holders (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Common Stock or other securities which that the Company desires to sell and the Ordinary Shares Common Stock or other securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Shelf Takedown pursuant to separate written contractual piggy-back registration rights held by other shareholders securityholders of the Company who desire to sellCompany, exceeds the maximum dollar amount or maximum number of securities that can be sold in such underwritten offering the Underwritten Shelf 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 the Company shall include in such underwritten offeringUnderwritten Shelf Takedown, as follows: (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or and the Demanding Original Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicableif any) (pro rata based on the respective number of shares Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Demanding New Holders or Underwritten Shelf Takedown as compared to the aggregate number of Registrable Securities that the Demanding Original Holders (as applicable) and Requesting Holders have requested be included in such Registration, regardless of the number of Registrable Securities held by each Underwritten Shelf Takedown (such Demanding New Holders or the Demanding Original Holders (proportion is referred to herein as applicable“Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the any May 2022 RRA Registrable Securities of any Requesting that the May 2022 RRA Holders (pro rata based on the respective number of shares that each such Requesting Holder has requested be included in such Registration, regardless desire to sell pursuant to their rights under Section 2.2 of the number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; May 2022 Registration Rights Agreement, (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses clause (i) and (ii), the Ordinary Shares Common Stock or other securities that the Company desires to sell for its own account that sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares Common Stock or other securities for the account of held by other persons or entities that the Company is obligated to register offer in a Registration an Underwritten Offering pursuant to separate written contractual arrangements with such persons or entities and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Series 1 Preferred Stock or other securities which Redeemable Preferred Stock that the Company desires to sell and the Ordinary Shares all other shares of Series 1 Preferred Stock or other securitiesRedeemable Preferred Stock, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of securities shares of Series 1 Preferred Stock or other Redeemable Preferred Stock that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: (i) firstUnderwritten Offering, all Ordinary Shares (before including any shares of Series 1 Preferred Stock or other equity securities) permitted to be and desired Redeemable Preferred Stock proposed to be sold by the PIPE Investors and Company or by other holders of Series 1 Preferred Stock or other Redeemable Preferred Stock, the Registrable Securities of the Demanding New Holders or and the Demanding Original Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicableif any) (pro rata based on the respective number of shares Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Demanding New Holders or Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Original Holders (as applicable) and Requesting Holders have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (pro rata based on the respective number of shares that each such Requesting Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Company Common Shares or other equity securities which that the Company desires to sell and the Ordinary Company Common Shares or other equity securities, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: (i) firstUnderwritten Offering, all Ordinary before including any Company Common Shares (or other equity securities proposed to be sold by Company or by other holders of Company Common Shares or other equity securities) permitted to be and desired to be sold by the PIPE Investors and , the Registrable Securities of the Demanding New Holders or and the Demanding Original Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicableif any) (pro rata based on the respective number of shares Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Demanding New Holders or Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Original Holders (as applicable) and Requesting Holders have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf takedown) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (pro rata based on the respective number of shares that each such Requesting Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the CompanyParent, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all other shares of Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company Parent shall include in such underwritten offering: (i) firstUnderwritten Offering, all Ordinary Shares (before including any shares of Common Stock or other equity securities proposed to be sold by Parent or by other holders of Common Stock or other equity securities) permitted to be and desired to be sold by the PIPE Investors and , the Registrable Securities of (a) first, the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)) that can be sold without exceeding the Maximum Number of Securities; Securities (iipro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten Shelf Takedown) and (b) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (ia), the Registrable Securities of any Requesting Holders (if any) (pro rata based on the respective number of shares Registrable Securities that each such Requesting Holder (if any) has requested be included in such Registration, regardless of Underwritten Shelf Takedown and the aggregate number of Registrable Securities held by each that all of the Requesting Holders have requested be included in such Requesting HolderUnderwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (iii) third. To facilitate the allocation of Registrable Securities in accordance with the above provisions, Parent or the Underwriters may round the number of shares allocated to any Holder to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securitiesnearest 100 shares.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders, the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown, if any (the “Requesting Holders”), the holders of shares of Common Stock or other equity securities, if any, that are requested to be sold pursuant to the Demanding Original Holders piggy-back registration rights under the Business Combination Registration Rights Agreement, if any (as applicable) the “BCRRA Holders” and such shares, the “BCRRA Registrable Securities”), and the Requesting Holders (holders of shares of Common Stock or other equity securities, if any, that are requested to be sold pursuant to the piggy-back registration rights under the Optimum Registration Rights Agreement, if any (the “Optimum Holders” and such shares, the “Optimum Registrable Securities”) in writing that the dollar amount or number of shares of (i) Registrable Securities which that the Demanding New Holders or the Demanding Original Holders desire to sell, (as applicableii) and Registrable Securities that the Requesting Holders (Holders, if any, desire to sell, (iii) BCRRA Registrable Securities that the BCRRA Holders, if any, desire to sell, and (iv) Optimum Registrable Securities that the Optimum Holders, if any, desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all other shares of Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offeringUnderwritten Offering: (iA) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or the Demanding Original Holders Holder(s) (pro rata (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (nearly as applicable), the Ordinary Shares (or other equity securitiespracticable) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares Registrable Securities that each Demanding Holder has requested be included in such PIPE Investors have requested to be included), Underwritten Shelf Takedown and 80% for the aggregate number of Registrable Securities that the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (iiB) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (iA), the BCRRA Registrable Securities of any Requesting the BCRRA Holders (pro rata (as nearly as practicable) based on the respective number of shares BCRRA Registrable Securities that each such Requesting BCRRA Holder has requested be included in such Registration, regardless of Underwritten Shelf Takedown and the aggregate number of BCRRA Registrable Securities held by each that the BCRRA Holders have requested be included in such Requesting HolderUnderwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (iiiC) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses clause (iA) and clause (iiB), the Ordinary Shares or other securities Optimum Registrable Securities of the Optimum Holders (pro rata (as nearly as practicable) based on the respective number of Optimum Registrable Securities that each Optimum Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Optimum Registrable Securities that the Company desires to sell for its own account Optimum Holders have requested be included in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; and (ivD) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses clause (iA), clause (iiB) and clause (iiiC), the Ordinary Shares or other securities for Registrable Securities of the account Requesting Holders (pro rata (as nearly as practicable) based on the respective number of other persons Registrable Securities that each Requesting Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Company is obligated to register Requesting Holders have requested be included in a Registration pursuant to separate written contractual arrangements with such persons and Underwritten Shelf Takedown) that 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 clause (A), clause (B), clause (C) and clause (D), any shares of Common Stock or other equity securities proposed to be sold by the Company or by holders of Common Stock or other equity securities other than the persons specified in the foregoing clause (A), clause (B), clause (C) and clause (D) (pro rata (as nearly as practicable) based on the respective number of shares of Common Stock or other equity securities that each such person has requested be included in such Underwritten Shelf Takedown and the aggregate number of shares of Common Stock or other equity securities that such persons have requested be included in such Underwritten Shelf Takedown). To facilitate the allocation of Registrable Securities in accordance with the above provisions, the Company or the Underwriters may round the number of shares allocated to any Holder to the nearest 100 Registrable Securities. The Company shall not be required to include any Registrable Securities in such Underwritten Shelf Takedown unless the Holders accept the terms of the underwriting as agreed upon between the Company and its Underwriters.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy-back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellshareholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: (i) firstUnderwritten Offering, all Ordinary Shares (before including any Common Stock or other equity securities) permitted to be and desired securities proposed to be sold by the PIPE Investors and Company or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding New Holders or and the Demanding Original Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicableif any) (pro rata based on the respective number of shares Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Demanding New Holders or Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Original Holders (as applicable) and Requesting Holders have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to . To facilitate the extent that allocation of Registrable Securities in accordance with the Maximum Number of Securities has not been reached under the foregoing clause (i)above provisions, the Registrable Securities of any Requesting Holders (pro rata based on Company or the respective Underwriters may round the number of shares that each such Requesting allocated to any Holder has requested to the nearest 100 shares. The Company shall not be included required to include any Registrable Securities in such Registration, regardless Underwritten Shelf Takedown unless the Holders accept the terms of the number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that underwriting as agreed upon between the Company desires to sell for and its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of SecuritiesUnderwriters.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Company Ordinary Shares or other equity securities which that the Company desires to sell and the all other Company Ordinary Shares or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: (i) firstUnderwritten Offering, all before including any Company Ordinary Shares (or other equity securities proposed to be sold by Company or by other holders of Company Ordinary Shares or other equity securities) permitted to be and desired to be sold by the PIPE Investors and , the Registrable Securities of the Demanding New Holders or and the Demanding Original Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicableif any) (pro rata based on the respective number of shares Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Demanding New Holders or Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Original Holders (as applicable) and Requesting Holders have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (pro rata based on the respective number of shares that each such Requesting Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Company Ordinary Shares or other equity securities which that the Company desires to sell and the all other Company Ordinary Shares or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellshareholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: (i) firstUnderwritten Offering, all before including any Company Ordinary Shares (or other equity securities) permitted to be and desired securities proposed to be sold by the PIPE Investors and Company or by other holders of Company Ordinary Shares or other equity securities, the Registrable Securities of the Demanding New Holders or and the Demanding Original Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicableif any) (pro rata based on the respective number of shares Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Demanding New Holders or Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Original Holders (as applicable) and Requesting Holders have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (pro rata based on the respective number of shares that each such Requesting Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Company Class A Ordinary Shares or other securities which Equity Securities that the Company desires to sell and the all other Company Class A Ordinary Shares or other securitiesEquity Securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellshareholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: Underwritten Offering, before including any Company Class A Ordinary Shares or other equity securities proposed to be sold by Company or by other holders of Company Class A Ordinary Shares or other equity securities, the Registrable Securities of (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)) that can be sold without exceeding the Maximum Number of Securities; Securities (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten Shelf Takedown) and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (if any) (pro rata based on the respective number of shares Registrable Securities that each such Requesting Holder (if any) has requested be included in such Registration, regardless of Underwritten Shelf Takedown and the aggregate number of Registrable Securities held by each that all of the Requesting Holders have requested be included in such Requesting HolderUnderwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities which that the Company desires to sell and the all other Ordinary Shares or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders of the Company who desire to sellCompany, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: Underwritten Offering, (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Requesting Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)) that can be sold without exceeding the Maximum Number of SecuritiesSecurities (pro rata based on the respective number of Registrable Securities that each Demanding Holder or Requesting Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Demanding Holders and Requesting Holders have requested be included in such Underwritten Shelf Takedown); (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (pro rata based on the respective number of shares equity securities, if any, that each such Requesting Holder has have been requested to be included sold in such Registration, regardless Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other equityholders of the number of Registrable Securities held by each such Requesting Holder) Company that can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; provided, however, that if the Sponsor and/or one or more Investor Stockholders are Demanding Holders of an Underwritten Shelf Takedown and, solely due to the pro rata allocation set forth in clause (i) above, such holders are unable to sell at least 50% of the Registrable Securities requested by such Demanding Holders to be included in such Underwritten Shelf Takedown, then such Underwritten Shelf Takedown shall not be counted as one of the four (4) Underwritten Shelf Takedowns that the Sponsor and the Investor Stockholders are collectively entitled to initiate pursuant to Section 2.1.4. The Sponsor and the Investor Stockholders may collectively effectuate one (1) Underwritten Shelf Takedown (a “Special Underwritten Shelf Takedown”) of the four (4) Underwritten Shelf Takedowns that the Sponsor and the Investor Stockholders are collectively entitled to initiate pursuant to Section 2.1.4 in a manner such that clauses (i) through (iii) above shall be replaced with the following: (I) first, an aggregate number of Registrable Securities by the Sponsor and/or such Investor Stockholders equal to up to 50% (to the fullest extent applicable based on the size of the demanded offering) of the number of Registrable Securities held collectively by the Sponsor and the Investor Stockholders on the date hereof; (II) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (I), an aggregate number of Registrable Securities by the Requesting Holders that can be sold without exceeding the Maximum Number of Securities (pro rata based on the respective number of Registrable Securities that each Requesting Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Requesting Holders have requested be included in such Underwritten Shelf Takedown), up to the number of Registrable Securities set forth in clause (I); (III) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (I) and (ivII), the Registrable Securities of the Demanding Holders and the Requesting Holders in excess of the number of Registrable Securities requested to be sold pursuant to clauses (I) and (II), that can be sold without exceeding the Maximum Number of Securities (pro rata based on the respective number of Registrable Securities that each Demanding Holder or Requesting Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Demanding Holders and Requesting Holders have requested be included in such Underwritten Shelf Takedown pursuant to this clause (III)); (IV) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (iI), (iiII) and (iiiIII), the Ordinary Shares or other securities for the account of other persons equity securities, if any, that the Company is obligated have been requested to register be sold in a Registration such Underwritten Offering pursuant to separate written contractual arrangements with such persons and piggy-back registration rights held by any other equityholders of the Company that can be sold without exceeding the Maximum Number of Securities; and (V) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (I), (II), (III) and (IV), equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; the Sponsor and/or the Investor Stockholders shall indicate that they intend to effectuate a Special Underwritten Shelf Takedown in the written notice they deliver to the Company pursuant to Section 2.1.4 demanding an Underwritten Shelf Takedown.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities which that the Company desires to sell and the all other Ordinary Shares or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellCompany, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: Underwritten Offering, before including any Ordinary Shares or other equity securities proposed to be sold by the Company or by other Holders of Ordinary Shares or other equity securities, the Registrable Securities of (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)) that can be sold without exceeding the Maximum Number of Securities; Securities (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten Shelf Takedown) and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (if any) pro rata based on the respective number of shares Registrable Securities that each such Requesting Holder (if any) has requested be included in such Registration, regardless of Underwritten Shelf Takedown and the aggregate number of Registrable Securities held by each that all of the Requesting Holders have requested be included in such Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and Underwritten Shelf Takedown that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders, the Holders or the Demanding Original Holders (as applicable) requesting piggy back rights pursuant to this Agreement and the demanding holders under any other written contractual registration rights with the Company with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) Holder and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares A or other equity securities which that the Company desires to sell and the all other Ordinary Shares A or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders of the Company who desire to sellCompany, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: Underwritten Offering, before including any Ordinary Shares A or other equity securities proposed to be sold by the Company or by other holders of Ordinary Shares A or other equity securities, the Registrable Securities of (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)) that can be sold without exceeding the Maximum Number of Securities; Securities (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten Shelf Takedown), (ii) second, to the extent that the Maximum Number of Securities has have not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (if any) (pro rata based on the respective number of shares Registrable Securities that each such Requesting Holder (if any) has requested be included in such Registration, regardless of Underwritten Shelf Takedown and the aggregate number of Registrable Securities held by each that all of the Requesting Holders have requested be included in such Requesting HolderUnderwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the CompanyPubco, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities which the Company that Pubco desires to sell and the Ordinary Shares all other shares of Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, 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 the Company Pubco shall include in such underwritten offeringUnderwritten Offering, as follows: (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or and the Demanding Original Requesting Holders (if any) (pro rata, as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (nearly as applicable)practicable, the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such PIPE Investors have requested to be included), Underwritten Shelf Takedown and 80% for the aggregate number of Registrable Securities that the Demanding New Holders or the Demanding Original and Requesting Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicableif any) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of SecuritiesSecurities or in such other proportions as shall mutually be agreed to among the Demanding Holders and the Requesting Holders; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities shares of any Requesting Holders (pro rata based on the respective number Common Stock or other equity securities of shares Pubco that each such Requesting Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Requesting Holder) Pubco desires to sell and that can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of Pubco held by other persons or entities that the Company Pubco is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and piggy-back registration rights that can be sold without exceeding the Maximum Number of Securities. To facilitate the allocation of Registrable Securities in accordance with the above provisions, Pubco or the Underwriters may round the number of shares allocated to any Holder to the nearest 1,000 Registrable Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all other shares of Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: (i) firstUnderwritten Offering, all Ordinary Shares (before including any shares of Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities) permitted to be and desired to be sold by the PIPE Investors and , the Registrable Securities of the Demanding New Holders or and the Demanding Original Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicableif any) (pro rata based on the respective number of shares Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Demanding New Holders or Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Original Holders and Requesting Holders (as applicableif any) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (pro rata based on the respective number of shares that each such Requesting Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all other shares of Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders stockholders of the Company who desire to sellCompany, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: Underwritten Offering, before including any shares of Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities, the Registrable Securities of (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)) that can be sold without exceeding the Maximum Number of Securities; Securities (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten Shelf Takedown) and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (if any) (pro rata based on the respective number of shares Registrable Securities that each such Requesting Holder (if any) has requested be included in such Registration, regardless of Underwritten Shelf Takedown and the aggregate number of Registrable Securities held by each that all of the Requesting Holders have requested be included in such Requesting HolderUnderwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement (such Holders with respect to an offering or a Registration, the “Requesting Holders Holders”) with respect to such Underwritten Shelf Takedown (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all other shares of Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of stockholders, including the Company who desire to sellExisting Equity Registration Rights Agreement, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: Underwritten Offering, (i) first, all Ordinary Shares (the shares of Common Stock or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have securities requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or Underwritten Offering shall be allocated on a pro rata basis among the Demanding Original Holders and all Holders (as defined in the Existing Equity Registration Rights Agreement, the “Existing RRA Holders”) requesting that Registrable Securities (as defined in the Existing Equity Registration Rights Agreement, the “Existing RRA Registrable Securities”) be included in such Underwritten Offering pursuant to the exercise of piggyback rights pursuant to Section 2.2(a) of the Existing Registration Rights Agreement, based on the aggregate number of securities or Existing RRA Registrable Securities, as applicable)) that can be sold without exceeding , then owned by each of the foregoing requesting inclusion in relation to the aggregate number of securities or Existing RRA Registrable Securities, as applicable, owned by all such persons requesting inclusion, up to the Maximum Number of Securities; , (ii) second, to the extent that the Maximum Number number of Securities has not been reached under the foregoing securities to be included pursuant to clause (i), the Registrable Securities ) of any Requesting Holders (pro rata based on the respective number of shares that each such Requesting Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding this Section 2.1.5 is less than the Maximum Number of Securities; , the remaining securities to be included in such Underwritten Offering shall be allocated on a pro rata basis among all Requesting Holders and other persons requesting that securities be included in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other holders of the Company’s securities other than the Existing RRA Holders (collectively, the “Piggyback Securities”), based on the aggregate number of Piggyback Securities then owned by such persons requesting inclusion in relation to the aggregate number of Piggyback Securities owned by all such persons requesting inclusion, up to the Maximum Number of Securities, (iii) third, to the extent that the Maximum Number number of Securities has not been reached under the foregoing securities to be included pursuant to clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding ) of this Section 2.1.5 is less than the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other any equity securities for the account of other persons that the Company is obligated proposes to register in a Registration pursuant for its own account, up to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) Holder and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) Holder and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all other shares of Common Stock or other equity securities, if any, as to which Registration has have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: (i) first, all Ordinary Shares (include in such Underwritten Offering, before including any shares of Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities) permitted to be and desired to be sold by the PIPE Investors and , the Registrable Securities of the Demanding New Holders or Holder and the Demanding Original Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicableif any) (pro rata based on the respective number of shares Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Demanding New Holders or Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Original Holder and Requesting Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; , (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (pro rata based on the respective number of shares Common Stock or other equity securities that each such Requesting Holder has requested be included in such Registrationthe Company desires to sell, regardless of the number of Registrable Securities held by each such Requesting Holder) that which can be sold without exceeding the Maximum Number of Securities; , and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares shares of Common Stock or other equity securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Company Ordinary Shares or other equity securities which that the Company desires to sell and the all other Company Ordinary Shares or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offeringUnderwritten Offering: (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and first the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares Registrable Securities that each Demanding Holder has requested be included in such Demanding New Holders or Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (pro rata based on Company Ordinary Shares or other securities that the respective number of shares that each such Requesting Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Requesting Holder) Company desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), ) the Ordinary Shares or other securities Registrable Securities of the Requesting Holders (pro rata based on the respective number of Registrable Securities that each Requesting Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Company desires to sell for its own account Requesting Holders have requested be included in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) ), and (iii), the Company Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares Company Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all Company Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: (i) firstUnderwritten Offering, all Ordinary Shares (before including any Company Common Stock or other equity securities proposed to be sold by Company or by other holders of Company Common Stock or other equity securities) permitted to be and desired to be sold by the PIPE Investors and , first the Registrable Securities of the Demanding New Holders or and the Demanding Original Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders excluding in each case any Innovid Equityholders) (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicableif any) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Holder and Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (ii) Securities and second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any the Demanding Holders and the Requesting Holders that are Innovid Equityholders (if any) (pro rata based on the respective number of shares that each such Requesting Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding Holder and Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (iii) third. To facilitate the allocation of Registrable Securities in accordance with the above provisions, the Company or the Underwriters may round the number of shares allocated to any Holder to the extent that nearest 100 shares. The Company shall not be required to include any Registrable Securities in such Underwritten Shelf Takedown unless the Maximum Number Holders accept the terms of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that underwriting as agreed upon between the Company desires to sell for and its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of SecuritiesUnderwriters.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all other shares of Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, 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 the Company shall include in such underwritten offering: (i) firstUnderwritten Offering, all Ordinary Shares (before including any shares of Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities) permitted to be and desired to be sold by the PIPE Investors and , the Registrable Securities of the Demanding New Holders or and the Demanding Original Requesting Holders (if any) (pro rata, as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (nearly as applicable)practicable, the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such PIPE Investors have requested to be included), Underwritten Shelf Takedown and 80% for the aggregate number of Registrable Securities that the Demanding New Holders or the Demanding Original and Requesting Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicableif any) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to . To facilitate the extent that allocation of Registrable Securities in accordance with the Maximum Number of Securities has not been reached under the foregoing clause (i)above provisions, the Registrable Securities of any Requesting Holders (pro rata based on Company or the respective Underwriters may round the number of shares that each such Requesting allocated to any Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of nearest 10 Registrable Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all other shares of Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: Underwritten Offering, before including any shares of Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities, the Registrable Securities of (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)) that can be sold without exceeding the Maximum Number of Securities; Securities (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten Shelf Takedown) and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (if any) (pro rata based on the respective number of shares Registrable Securities that each such Requesting Holder (if any) has requested be included in such Registration, regardless of Underwritten Shelf Takedown and the aggregate number of Registrable Securities held by each that all of the Requesting Holders have requested be included in such Requesting HolderUnderwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; Securities and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares Company or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares persons or other securities for the account of other persons entities that the Company is obligated to register in a Registration include pursuant to separate written contractual arrangements with such persons or entities and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in for an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting Request, in good faith, Takedown advises the CompanyPurchaser, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Seller requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders (if anyHolders”) in writing that the dollar amount or number of shares of Registrable Securities which the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other securities which the Company Purchaser desires to sell and the Ordinary Shares or other securitiesshares of Common Stock, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by other shareholders stockholders of the Company Purchaser who desire to sell, in its good faith belief exceeds the maximum dollar amount or maximum number of securities shares that can be sold in such underwritten offering Underwritten Offering without materially 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 securitiesshares, as applicable, the “Maximum Number of SecuritiesShares”), then the Company Purchaser shall include in such underwritten offering: Underwritten Offering (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or the Demanding Original and Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on in accordance with the respective number of shares Registrable Securities that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have person has requested be included in such RegistrationUnderwritten Shelf Takedown, regardless of the number of Registrable Securities shares held by each such Demanding New Holders or the Demanding Original Holders person (such proportion is referred to herein as applicable“Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; Shares, and (ii) second, to the extent that the Maximum Number of Securities Shares has not been reached under the foregoing clause (i), the Registrable Securities shares of any Requesting Holders (pro rata based on Common Stock or other equity securities that the respective number of shares that each such Requesting Holder has requested be included in such RegistrationPurchaser desires to sell for its own account, regardless of the number of Registrable Securities held by each such Requesting Holder) that which can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of SecuritiesShares.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggyback rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders (Holders”), if any) in writing , that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (Holders, if any) , desire to sell, taken together with all other Ordinary Shares or other equity securities which that the Company desires to sell and the all other Ordinary Shares or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back piggyback registration rights held by any other shareholders of the Company who desire to sellshareholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering Underwritten Offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such underwritten offering: (i) firstUnderwritten Offering, all before including any Ordinary Shares (or other equity securities proposed to be sold by Company or by other holders of Ordinary Shares or other equity securities) permitted to be and desired to be sold by the PIPE Investors and , the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Requesting Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares Registrable Securities that each such Demanding New Holders or the Demanding Original Holders (as applicable) have Holder and Requesting Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (pro rata based on the respective number of shares that each such Requesting Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all other shares of Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: (i) firstUnderwritten Offering, all Ordinary Shares (before including any shares of Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities) permitted to be and desired to be sold by the PIPE Investors and , the Registrable Securities of the Demanding New Holders or and the Demanding Original Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders if any) (pro rata (as applicable), the Ordinary Shares (or other equity securitiesnearly as practicable) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such PIPE Investors have requested to be included), Underwritten Shelf Takedown and 80% for the aggregate number of Registrable Securities that the Demanding New Holders or the Demanding Original and Requesting Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to . To facilitate the extent that allocation of Registrable Securities in accordance with the Maximum Number of Securities has not been reached under the foregoing clause (i)above provisions, the Registrable Securities of any Requesting Holders (pro rata based on Company or the respective Underwriters may round the number of shares that each such Requesting allocated to any Holder has requested to the nearest one hundred (100) Registrable Securities. The Company shall not be included required to include any Registrable Securities in such Registration, regardless Underwritten Shelf Takedown unless the Holders accept the terms of the number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that underwriting as agreed upon between the Company desires to sell for and its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of SecuritiesUnderwriters.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities which that the Company desires to sell and the all other Ordinary Shares or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: Underwritten Offering, before including any Ordinary Shares or other equity securities proposed to be sold by Company or by other holders of Ordinary Shares or other equity securities, (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)) that can be sold without exceeding the Maximum Number of Securities; Securities (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten Shelf Takedown), (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (if any) (pro rata based on the respective number of shares Registrable Securities that each such Requesting Holder (if any) has requested be included in such Registration, regardless of Underwritten Shelf Takedown and the aggregate number of Registrable Securities held by each that all of the Requesting Holders have requested be included in such Requesting HolderUnderwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the "Requesting Holders Holders") (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares shares of Common Stock or other equity securities which that the Company desires to sell and the Ordinary Shares all other shares of Common Stock or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: Underwritten Offering, before including any shares of Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities, the Registrable Securities of (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)) that can be sold without exceeding the Maximum Number of Securities; Securities (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten Shelf Takedown) and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (if any) (pro rata based on the respective number of shares Registrable Securities that each such Requesting Holder (if any) has requested be included in such Registration, regardless of Underwritten Shelf Takedown and the aggregate number of Registrable Securities held by each that all of the Requesting Holders have requested be included in such Requesting HolderUnderwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting Request, in good faithTakedown, advises the CompanyNew PubCo, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy-back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary New PubCo Shares or other equity securities which the Company that New PubCo desires to sell and the Ordinary all other New PubCo Shares or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering Underwritten Offering 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 the Company New PubCo shall include in such underwritten offering: Underwritten Offering, before including any New PubCo Shares or other equity securities proposed to be sold by New PubCo or by other holders of New PubCo Shares or other equity securities, the Registrable Securities of (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)) that can be sold without exceeding the Maximum Number of Securities; Securities (pro rata, as nearly as practicable, based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten Shelf Takedown) and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (if any) (pro rata rata, as nearly as practicable, based on the respective number of shares Registrable Securities that each such Requesting Holder (if any) has requested be included in such Registration, regardless of Underwritten Shelf Takedown and the aggregate number of Registrable Securities held that all of the Requesting Holders have requested be included in such Underwritten Shelf Takedown, or in such other ​ ​ proportion as shall mutually be agreed to by each all such Demanding Holders and Requesting HolderHolders, that can be) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Shelf Underwriting RequestUnderwritten Offering, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Offering (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities which that the Company desires to sell and the all other Ordinary Shares or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: Underwritten Offering, before including any Ordinary Shares or other equity securities proposed to be sold by Company or by other holders of Ordinary Shares or other equity securities, (i) first, all Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors and the Registrable Securities of the Demanding New Holders or the Demanding Original Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicable) (pro rata based on the respective number of shares that each such Demanding New Holders or the Demanding Original Holders (as applicable) have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)) that can be sold without exceeding the Maximum Number of Securities; Securities (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten Offering), (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any the Requesting Holders (if any) (pro rata based on the respective number of shares Registrable Securities that each such Requesting Holder (if any) has requested be included in such Registration, regardless of Underwritten Offering and the aggregate number of Registrable Securities held by each that all of the Requesting Holders have requested be included in such Requesting HolderUnderwritten Offering) that can be sold without exceeding the Maximum Number of Securities; , (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell for its own account that sell, which can be sold without exceeding the Maximum Number of Securities; , and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other equity securities for the account of persons other persons than Holders of Registrable Securities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the CompanyPubco, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders” ) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Pubco Ordinary Shares or other equity securities which the Company that Pubco desires to sell and the all other Pubco Ordinary Shares or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellshareholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company Pubco shall include in such underwritten offering: (i) firstUnderwritten Offering, all before including any Pubco Ordinary Shares (or other equity securities proposed to be sold by Pubco or by other holders of Pubco Ordinary Shares or other equity securities) permitted to be and desired to be sold by the PIPE Investors and , the Registrable Securities of the Demanding New Holders or and the Demanding Original Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicableif any) (pro rata based on the respective number of shares Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Demanding New Holders or Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Original Holders (as applicable) and Requesting Holders have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (ii) second, . Pubco shall not be required to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the include any Registrable Securities of any Requesting Holders (pro rata based on the respective number of shares that each such Requesting Holder has requested be included in such Registration, regardless Underwritten Shelf Takedown unless the Holders accept the terms of the number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding underwriting as agreed upon between Pubco and the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of SecuritiesUnderwriters.

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration or Underwritten Shelf Underwriting RequestTakedown, in good faith, advises the Company, the Demanding New Holders or the Demanding Original Holders (as applicable) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities which that the Demanding New Holders or the Demanding Original Holders (as applicable) and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares OceanTech Securities or other equity securities which that the Company desires to sell and the Ordinary Shares all other OceanTech Securities or other equity securities, if any, as to which Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company who desire to sellshareholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such underwritten offering the Underwritten Offering 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 the Company shall include in such underwritten offering: (i) firstUnderwritten Offering, all Ordinary Shares (before including any OceanTech Securities or other equity securities) permitted to be and desired securities proposed to be sold by the PIPE Investors and Company or by other holders of OceanTech Securities or other equity securities, the Registrable Securities of the Demanding New Holders or and the Demanding Original Requesting Holders (as applicable). As between the PIPE Investors and the Demanding New Holders or the Demanding Original Holders (as applicable), the Ordinary Shares (or other equity securities) permitted to be and desired to be sold by the PIPE Investors shall be allocated 20% for the PIPE Investors (as between the PIPE Investors pro rata based on the respective number of shares that each such PIPE Investors have requested to be included), and 80% for the Demanding New Holders or the Demanding Original Holders (as applicableif any) (pro rata based on the respective number of shares Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Demanding New Holders or Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Original Holders (as applicable) and Requesting Holders have requested be included in such Registration, regardless of the number of Registrable Securities held by each such Demanding New Holders or the Demanding Original Holders (as applicable)Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of any Requesting Holders (pro rata based on the respective number of shares that each such Requesting Holder has requested be included in such Registration, regardless of the number of Registrable Securities held by each such Requesting Holder) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.