Common use of Reduction of Piggy-back Registration Clause in Contracts

Reduction of Piggy-back Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggy-back Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggy-back Registration in writing that the dollar amount or number of the shares of Common Stock that the Company desires to sell, taken together with (i) the shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2.1 hereof, and (iii) the shares of Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:

Reduction of Piggy-back Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggy-back Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggy-back Registration in writing that the dollar amount or number of the shares of Common Stock that the Company desires to sell, taken together with (i) the shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2.1 2.2 hereof, and (iii) the shares of Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:

Reduction of Piggy-back Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggy-back Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggy-back Registration in writing that the dollar amount or number of the shares of Common Stock that the Company desires to sell, taken together with (i) the shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2.1 hereof, and (iii) the shares of Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:

Reduction of Piggy-back Registration. If the managing Underwriter or Underwriters in an Underwritten for a Piggy-Back Registration that is to be a Piggy-back Registration, in good faith, an Underwritten Offering advises the Company and the Sponsor and Holders of Registrable Securities participating in the Piggy-back Back Registration in writing that the dollar amount or number of the shares of Common Stock or other equity securities that the Company or the Sponsor or Holders desires to sell, taken together with (i) the shares of Common StockStock or other equity securities, if any, as to which Registration or registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration Registration has been requested pursuant to under this Section 2.2.1 hereof2.2, and (iii) the shares of Class A Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate the written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of SecuritiesShares, then:

Reduction of Piggy-back Registration. If the managing Underwriter or Underwriters in an Underwritten for a Piggy-Back Registration that is to be a Piggy-back Registrationan underwritten offering, in good faith, advises the Company and the Holders holders of Registrable Securities participating in the Piggy-back Back Registration in writing that the dollar amount or number of the shares of Common Stock that the Company desires to sell, taken together with (i) the shares of Common Stock, if any, as to which a Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration a Registration has been requested pursuant to under this Section 2.2.1 hereof, 2.2 and (iii) the shares of Common Stock, if any, as to which a Registration has been requested pursuant to the separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of SecuritiesShares, thenthen the Company shall include in any such registration:

Reduction of Piggy-back Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggy-back Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggy-back Registration in writing that the dollar amount or number of the shares of Common Stock that the Company desires to sell, taken together with (i) the shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2.1 hereof, and (iii) the shares of Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-piggy- back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:

Reduction of Piggy-back Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggy-back Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggy-back Registration in writing that the dollar amount or number of the shares of Common Stock that the Company desires to sell, taken together with with: (i) the shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, ; (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2.1 hereof; and, and (iii) the shares of Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:

Reduction of Piggy-back Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggy-back Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggy-back Registration in writing that the dollar amount or number of the shares of Common Stock that the Company desires to sell, taken together with (i) the shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2.1 hereof, and (iii) the shares of Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-piggy- back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:

Reduction of Piggy-back Registration. If the managing Underwriter or Underwriters in an Underwritten for a Piggy-Back Registration that is to be a Piggy-back Registration, in good faith, an Underwritten Offering advises the Company and the Sponsor and Holders of Registrable Securities participating in the Piggy-back Back Registration in writing that the dollar amount or number of the shares of Common Stock or other equity securities that the Company or the Sponsor or Holders desires to sell, taken together with (i) the shares of Common StockStock or other equity securities, if any, as to which Registration or registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration Registration has been requested pursuant to under this Section 2.2.1 hereof2.3, and (iii) the shares of Class A Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate the written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of SecuritiesShares, then:

Reduction of Piggy-back Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggy-back Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggy-back Registration in writing that the dollar amount or number of the shares of Common Stock that the Company desires to sell, taken together with (i) the shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2.1 hereof, and (iii) the shares of Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-piggy- back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:: ​