Common use of Reduction of Underwritten Shelf Takedown Clause in Contracts

Reduction of Underwritten Shelf Takedown. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock or other equity securities that the Company desires to sell and all other shares of Common Stock or other equity securities, if any, as to which Registration has been requested pursuant to separate written contractual arrangements with Persons other than the Piggyback Registration Rights Holders hereunder, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in 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 Shelf Takedown, (i) first, before including any shares of Common Stock or other equity securities proposed to be sold by the Company or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding 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 Holders and Requesting Holders have requested be included in such 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 shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other equity securities 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 Shelf Takedown. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock Company Shares or other equity securities Equity Securities that the Company desires to sell and all other shares of Common Stock Company Shares or other equity 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 arrangements with Persons piggyback registration rights held by any other than the Piggyback Registration Rights Holders hereundershareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities Equity Securities that can be sold in the Underwritten Shelf Takedown 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 Shelf TakedownOffering, (i) first, before including any shares of Common Stock or other equity securities proposed to be sold by the Company or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding 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 Holders and Requesting Holders have requested be included in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of SecuritiesSecurities pro rata among all participating 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), the shares ) such number of Common Stock Company Shares or other equity securities that Equity Securities proposed to be sold by the Company desires to sell, which 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 shares of Common Stock Company Shares or other equity securities Equity Securities 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. Notwithstanding anything herein to the contrary, if the Maximum Number of Securities is less than 50% 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 Shelf Takedown. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises advise the Company, the Demanding Holders and the Holders requesting piggy back piggyback rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock or other equity securities that the Company desires to sell and 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 arrangements with Persons piggyback registration rights held by any other than the Piggyback Registration Rights Holders hereundershareholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Shelf Takedown 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 Shelf TakedownOffering, as follows: At all times (ia) first, before including any shares of Common Stock or other equity securities proposed to be sold by the Company or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding 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 Holders and Requesting Holders have requested be included in such 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 shares of Common Stock or other equity securities that the Company desires to sell, which sell that can be sold without exceeding the Maximum Number of Securities Securities; and (iiic) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (ia) and (ii), the shares of Common Stock or b) such other equity securities of other Persons 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 persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Shelf Takedown. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, Takedown advises the Company, the Demanding Holders and the Holders requesting piggy piggy-back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock or other equity securities that the Company desires to sell and 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 Shelf Takedown pursuant to separate written contractual arrangements with Persons piggy-back registration rights held by any other than the Piggyback Registration Rights Holders hereunderstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in 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 Shelf Takedown, (i) first, before including any shares of Common Stock or other equity securities proposed to be sold by the Company or by other holders of Common Stock or other equity securitiessecurities of the 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 Holders and the Requesting Holders (if any) (pro rata rata, as nearly as practicable, based on the respective number of Registrable Securities that each Demanding 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 Holders and Requesting Holders have requested be included in such Underwritten Shelf Takedown, or in such other proportion as shall mutually be agreed to by all such Demanding Holders and Requesting Holders) that can be sold without exceeding the Maximum Number of Securities; provided, (ii) secondhowever, that the number of Registrable Securities held by the Holders to be included in such Underwritten Shelf Takedown shall not be reduced unless all other securities are first entirely excluded from the 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 extent that nearest 100 shares. The inclusion of any Holder’s Registrable Securities in an Underwritten Shelf Takedown shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the Maximum Number of Securities has not been reached under Underwriter(s) selected for such Underwritten Offering by the foregoing clause (i), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other equity securities 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 SecuritiesCompany.

Reduction of Underwritten Shelf Takedown. If the managing Underwriter or Underwriters Underwriter(s) in an Underwritten Shelf Takedown, in good faith, advises advise the Company, the Demanding Holders Company and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) Holder in writing that the dollar amount or number of shares of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire Holder desires to sell, taken together with all other shares of Common Stock Shares or other equity securities that the Company desires to sell and all other shares of sell, taken together with (i) Common Stock or other equity securitiesShares, if any, as to which Registration participation in the Underwritten Shelf Takedown has been requested demanded pursuant to separate written contractual arrangements with Persons other than the Piggyback Registration Rights Holders hereunderHolder, exceeds the maximum dollar amount or maximum number of equity securities that can be sold and (ii) Common Shares, if any, as to which participation in the Underwritten Shelf Takedown without adversely affecting has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the proposed offering priceCompany, exceeds 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 Shelf Takedown, as follows: (i) first, before including any shares of Common Stock or other equity securities proposed to be sold by the Company or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding 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 Holders and Requesting Holders have requested be included in such 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 section (i), the shares of any other Common Stock Shares or other equity securities for the account of other Persons as to which inclusion in such Underwritten Shelf Takedown has been requested pursuant to separate written contractual arrangements with such Persons, in each case pro rata based on the respective number of Registrable Securities that the Company desires to sell, which can Holder and such other shareholders have requested be sold without exceeding the Maximum Number of Securities included; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock Shares or other equity securities of other Persons that the Company is obligated desires to register in a Registration pursuant to separate written contractual arrangements with such Persons and that sell, which can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Shelf Takedown. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock Company Shares or other equity securities Equity Securities that the Company desires to sell and all other shares of Common Stock Company Shares or other equity 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 arrangements with Persons piggyback registration rights held by any other than the Piggyback Registration Rights Holders hereundershareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities Equity Securities that can be sold in the Underwritten Shelf Takedown 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 Shelf TakedownOffering, (i) first, before including any shares of Common Stock or other equity securities proposed to be sold by the Company or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding 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 Holders and Requesting Holders have requested be included in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of SecuritiesSecurities pro rata among all participating 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), the shares ) such number of Common Stock Company Shares or other equity securities that Equity Securities proposed to be sold by the Company desires to sell, which 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 shares of Common Stock Company Shares or other equity securities Equity Securities 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. Notwithstanding anything herein to the contrary, if the Maximum Number of Securities is less than 50% 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 Shelf Takedown. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, Takedown advises the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock or other equity securities that the Company desires to sell and 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 Shelf Takedown pursuant to separate written contractual arrangements with Persons piggy-back registration rights held by any other than the Piggyback Registration Rights Holders hereunderstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in 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 Shelf Takedown, (i) first, before including any shares of Common Stock or other equity securities proposed to be sold by the Company or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata rata, as nearly as practicable, based on the respective number of Registrable Securities that each Demanding 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 Holders and Requesting Holders have requested be included in such Underwritten Shelf Takedown, or in such other proportion as shall mutually be agreed to by all such Demanding Holders and Requesting Holders) that can be sold without exceeding the Maximum Number of Securities; provided, (ii) secondhowever, that the number of Registrable Securities held by the Holders to be included in such Underwritten Shelf Takedown shall not be reduced unless all other securities are first entirely excluded from the Underwritten Shelf Takedown. For purposes of the provision in this Section 2.1.5 concerning apportionment, for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such “selling Holder,” as defined in this sentence. 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 clause (i), the shares of Common Stock or other equity securities that underwriting as agreed upon between the Company desires to sell, 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 shares of Common Stock or other equity securities 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 Securitiesits Underwriters.

Reduction of Underwritten Shelf Takedown. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Demanding Holders and any other Holders participating in the Holders requesting piggy back rights Underwritten Shelf Takedown pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock Ordinary Shares or other equity securities that the Company desires to sell and all other shares of Common Stock Ordinary Shares or other equity securities, if any, as to which Registration has been requested pursuant to separate written contractual arrangements with Persons other than the Piggyback Registration Rights Holders hereunder, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in 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 Shelf Takedown, (i) first, before including any shares of Common Stock Ordinary Shares or other equity securities proposed to be sold by the Company or by other holders of Common Stock Ordinary Shares or other equity securities, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding 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 Holders and Requesting Holders have requested be included in such Underwritten Shelf TakedownTakedown (such proportion is referred to herein as “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 shares of Common Stock Ordinary Shares or other equity securities that the Company desires to sell, 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 shares of Common Stock Ordinary Shares or other equity securities 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 Shelf Takedown. If Other than with respect to a Registration effected pursuant to Section 2.4, if the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, Takedown advises the Company, the Demanding Holders and the Holders requesting piggy piggy-back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock or other equity securities that the Company desires to sell and 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 Shelf Takedown pursuant to separate written contractual arrangements with Persons piggy-back registration rights held by any other than the Piggyback Registration Rights Holders hereunderstockholders, in such Underwriter’s reasonable judgment, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in 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 Shelf Takedown, (i) first, before including any shares of Common Stock or other equity securities proposed to be sold by the Company or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata rata, as nearly as practicable, based on the respective number of Registrable Securities that each Demanding 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 Holders and Requesting Holders have requested be included in such Underwritten Shelf Takedown, or in such other proportion as shall mutually be agreed to by all such Demanding Holders and Requesting Holders) that can be sold without exceeding the Maximum Number of Securities. To facilitate the allocation of Registrable Securities in accordance with the above provisions, (ii) second, 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 clause (i), the shares of Common Stock or other equity securities that underwriting as agreed upon between the Company desires to sell, 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 shares of Common Stock or other equity securities 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 Securitiesits Underwriters.

Reduction of Underwritten Shelf Takedown. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, Takedown advises the Company, the Demanding Holders and the Holders requesting piggy piggy-back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock or other equity securities that the Company desires to sell and 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 Shelf Takedown pursuant to separate written contractual arrangements with Persons piggy-back registration rights held by any other than the Piggyback Registration Rights Holders hereunderstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in 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 Shelf Takedown, (i) first, before including any shares of Common Stock or other equity securities proposed to be sold by the Company or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata rata, as nearly as practicable, based on the respective number of Registrable Securities that each Demanding 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 Holders and Requesting Holders have requested be included in such Underwritten Shelf Takedown, or in such other proportion as shall mutually be agreed to by all such Demanding Holders and Requesting Holders) that can be sold without exceeding the Maximum Number of Securities; provided, (ii) secondhowever, that the number of Registrable Securities held by the Holders to be included in such Underwritten Shelf Takedown shall not be reduced unless all other securities are first entirely excluded from the 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 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 clause (i), the shares of Common Stock or other equity securities that underwriting as agreed upon between the Company desires to sell, 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 shares of Common Stock or other equity securities 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 Securitiesits Underwriters.

Reduction of Underwritten Shelf Takedown. If If, in connection with an Underwritten Offering that is effectuated for the account of stockholders of the Company, including pursuant to Section 2(a)(iv) hereof, in which Registrable Securities are included, the managing Underwriter or Underwriters underwriters of such Underwritten Offering advise the Company in an Underwritten Shelf Takedownwriting that, in good faith, advises their opinion and in consultation with the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of shares of Common Stock, including any Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire Securities, requested to sell, taken together with all other shares of Common Stock or other equity securities that the Company desires to sell and all other shares of Common Stock or other equity securities, if any, as to which Registration has been requested pursuant to separate written contractual arrangements with Persons other than the Piggyback Registration Rights Holders hereunder, be included in such Underwritten Offering exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such Underwritten Offering and/or that the number of Registrable Securities proposed to be included in any such Underwritten Shelf Takedown without Offering would adversely affecting affect the proposed offering price, price per share of the timing, the distribution method, or the probability of success of Company’s equity securities to be sold in such offering Underwritten Offering (such maximum dollar amount or maximum number of such securitiessecurities or Registrable Securities, as applicable, the “Maximum Number of SecuritiesThreshold”), then the Company shall include in such Underwritten Shelf Takedown, (i) first, before including any number of shares of Common Stock or other equity securities proposed to be sold by the Company or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Shelf Takedown Offering shall be allocated among the Holders and holders of Non-Holder Securities as follows: (A) first, the aggregate number shares comprised of Registrable Securities that Securities, pro rata, based on the Demanding Holders and Requesting Holders have amount of such Common Stock initially requested to be included in by the Holders or as such Underwritten Shelf Takedown) Holders may otherwise agree, that can be sold without exceeding the Maximum Number of Securities, Threshold; (iiB) second, to the extent that the Maximum Number of Securities Threshold has not been reached under the foregoing clause (iA), the shares of Common Stock of a Holder of the Company’s securities other than Registrable Securities (“Non-Holder Securities”) that either (1) the Company is obligated to include pursuant to written contractual rights entered into prior to or on the date hereof or (2) such other contractual rights governing the applicable Non-Holder Securities, pro rata, based on the amount of such Common Stock initially requested to be included by the holders of Non-Holder Securities or as such holders of Non-Holder Securities may otherwise agree, that can be sold without exceeding the Maximum Threshold; (C) third, to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), Non-Holder Securities that the Company is obligated to include pursuant to written contractual rights entered into after the date hereof that do not comply with clause (B)(2) above, that can be sold without exceeding the Maximum Threshold; and (C) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other equity securities of other Persons that the Company is obligated 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 SecuritiesThreshold.

Reduction of Underwritten Shelf Takedown. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Takedown Demanding Holders and the Takedown Requesting Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities that the Takedown Demanding Holders and the Takedown Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock or other equity securities that the Company desires to sell and all other shares of Common Stock or other equity securities, if any, as to which Registration has been requested pursuant to separate written contractual arrangements with Persons other than the Piggyback Registration Rights Holders hereundersell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in 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 Shelf Takedown, as follows: (i) first, before including any shares of Common Stock or other equity securities proposed to be sold by the Company or by other holders of Common Stock or other equity securities, the Registrable Securities of the Takedown Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding 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 Holders and Requesting Holders have requested be included in such 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 shares of Common Stock or other equity securities that of the Company desires to sellTakedown Requesting Holders, which if any, can be sold without exceeding the Maximum Number of Securities determined Pro Rata based on the respective number of Registrable Securities that each Takedown Requesting Holder has so requested to be included in such Underwritten Shelf Takedown; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other equity securities of other Persons that the Company is obligated desires to register in a Registration pursuant to separate written contractual arrangements with such Persons sell and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Shelf Takedown. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, Takedown advises the Company, the Demanding Holders and the Holders Major Equityholders requesting piggy piggy-back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock or other equity securities that the Company desires to sell and 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 Shelf Takedown pursuant to separate written contractual arrangements with Persons piggy-back registration rights held by any other than the Piggyback Registration Rights Holders hereunderstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in 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 Shelf Takedown, (i) first, before including any shares of Common Stock or other equity securities proposed to be sold by the Company or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata rata, as nearly as practicable, based on the respective number of Registrable Securities that each Demanding 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 Holders and Requesting Holders have requested be included in such Underwritten Shelf Takedown, or in such other proportion as shall mutually be agreed to by all such Demanding Holders and Requesting Holders) that can be sold without exceeding the Maximum Number of Securities; provided, (ii) secondhowever, that the number of Registrable Securities held by the Holders to be included in such Underwritten Shelf Takedown shall not be reduced unless all other securities are first entirely excluded from the 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 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 clause (i), the shares of Common Stock or other equity securities that underwriting as agreed upon between the Company desires to sell, 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 shares of Common Stock or other equity securities 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 Securitiesits Underwriters.

Reduction of Underwritten Shelf Takedown. (i) If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, Takedown advises the Company, the Demanding Holders Significant Shareholder and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”Significant Shareholder(s) (if any) in writing that the aggregate dollar amount or number of shares of Registrable Securities that the Demanding Holders Significant Shareholder and the Requesting Holders Significant Shareholder(s) (if any) desire to sellsell pursuant to subsection 2.01(c), taken together with all other shares of Common Stock Class A Shares or other equity securities that the Company desires to sell and all other shares of Common Stock the Class A Shares or other equity 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 arrangements with Persons piggy-back registration rights held by any other than security holders of the Piggyback Registration Rights Holders hereunderCompany, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in 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 then, subject to subsection 2.01(d)(ii), the Company shall include in such Underwritten Shelf Takedown, as follows: (iA) first, before including any shares of Common Stock or other equity securities proposed to be sold by the Company or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and the Requesting Holders (SACEF, if any) (pro rata based on the respective number of Registrable Securities , that each Demanding Holder and Requesting Holder (if any) SACEF has requested to be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities, pursuant to subsection 2.01(c); (iiB) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (iA), the shares Registrable Securities of Common Stock the Demanding Significant Shareholder and the Requesting Significant Shareholder(s) (if any), in each case, other than SACEF (pro rata based on the respective number of Registrable Securities that each of the Demanding Significant Shareholder and Requesting Significant Shareholder(s) (if any), other than SACEF, has requested be included in such Underwritten Shelf Takedown pursuant to subsection 2.01(c) and the aggregate number of Registrable Securities that the Demanding Significant Shareholder and Requesting Significant Shareholder(s) (if any), other than SACEF, have requested be included in such Underwritten Registration pursuant to subsection 2.01(c)), that can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Class A Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities Securities; and (iiiD) thirdfourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (iA) and through (iiC), the shares of Common Stock Class A Shares or other equity securities of other Persons that the Company is obligated to register include in a Registration such Underwritten Shelf Takedown pursuant to separate written contractual arrangements with such Persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Shelf Takedown. If If, in connection with an Underwritten Offering that is effectuated for the account of stockholders of the Company, including pursuant to Section 2(a)(iv), in which Registrable Securities are included, the managing Underwriter or Underwriters underwriters of such Underwritten Offering advise the Company in an Underwritten Shelf Takedownwriting that, in good faith, advises their opinion and in consultation with the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire requested to sell, taken together with all other shares of Common Stock or other equity securities that the Company desires to sell and all other shares of Common Stock or other equity securities, if any, as to which Registration has been requested pursuant to separate written contractual arrangements with Persons other than the Piggyback Registration Rights Holders hereunder, be included in such Underwritten Offering exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such Underwritten Offering and/or that the number of Registrable Securities proposed to be included in any such Underwritten Shelf Takedown without Offering would adversely affecting affect the proposed offering price, price per share of the timing, the distribution method, or the probability of success of Company’s equity securities to be sold in such offering Underwritten Offering (such maximum dollar amount or maximum number of such securitiessecurities or Registrable Securities, as applicable, the “Maximum Number of SecuritiesThreshold”), then the Company shall include in such Underwritten Shelf Takedown, (i) first, before including any shares of Common Stock or other equity securities proposed to be sold by the Company or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested to be included in such Underwritten Shelf Takedown Offering shall be allocated among the Holders and holders of Non-Holder Securities as follows: (A) first, the aggregate number securities comprised of Registrable Securities, pro rata, based on the amount of such Registrable Securities that initially requested to be included by the applicable Demanding Holders and Requesting pursuant to either Section 2(a)(iv) or Holders have requested be included in pursuant to Section 2(b)(i) or as such Underwritten Shelf Takedown) Demanding Holders or Holders, as applicable, may otherwise agree, that can be sold without exceeding the Maximum Number Threshold; provided, that if the Sponsor Holders request an Underwritten Shelf Takedown after the eighteen (18) month anniversary of this Agreement (a “Specified Sponsor Holder Takedown Request”), then with respect to one, and only one, Specified Sponsor Holder Takedown Request, the securities comprised of Registrable Securities, allocated seventy five percent (ii75%) of the Maximum Threshold to the Sponsor Holders and twenty five percent (25%) of the Maximum Threshold to Holders (other than the Sponsor Holders or any Affiliate of any Sponsor Holder, which for the avoidance of doubt includes the Holders set forth on Annex 2(a)(v) hereto) pursuant to Section 2(b)(i), or as such Demanding Holders or Holders, as applicable, may otherwise agree, that can be sold without exceeding the Maximum Threshold; (B) second, to the extent that the Maximum Number of Securities Threshold has not been reached under the foregoing clause (iA), the shares of Common Stock or other equity securities of a holder of the Company’s securities other than Registrable Securities (“Non-Holder Securities”) that the Company desires is obligated to sellinclude pursuant to written contractual rights entered into after the date hereof, which that can be sold without exceeding the Maximum Number of Securities Threshold; and (iiiC) third, to the extent that the Maximum Number of Securities Threshold has not been reached under the foregoing clauses (iA), (B) and (iiC), the number of shares of Company Common Stock or other equity securities of other Persons that the Company is obligated 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 SecuritiesThreshold.

Reduction of Underwritten Shelf Takedown. If the managing Underwriter or Underwriters Underwriter(s) in an Underwritten Shelf Takedown, in good faith, advises advise the Company, the Demanding Holders Company and the Takedown Requesting Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities that the Demanding Holders and the Takedown Requesting Holders (if any) desire to sell, taken together with all other shares of the Common Stock or other equity securities that the Company desires to sell and all other shares of Common Stock or other equity securities, if any, as to which Registration has been requested pursuant to separate written contractual arrangements with Persons other than the Piggyback Registration Rights Holders hereundersell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in 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 Shelf Takedown, as follows: (i) first, before including any shares of Common Stock or other equity securities proposed to be sold by the Company or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and the Takedown Requesting Holders (if any) (pro rata based Holders, on the respective number of Registrable Securities that each Demanding 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 Holders and Requesting Holders have requested be included in such Underwritten Shelf Takedown) a Pro Rata basis, that can be sold without exceeding the Maximum Number of Securities; provided that no less than 50% of such Registrable Securities shall be allocated to Atlantic Park and, if Atlantic Park is a Fully Allocated Group, the remaining Registrable Securities (if any) under this clause (i) shall be allocated to the Holders who are not the Fully Allocated Group, on a Pro Rata basis (but without taking into account the Fully Allocated Group); and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other equity securities 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 Shelf Takedown. If If, in connection with an Underwritten Offering that is effectuated for the account of shareholders of the Company, including pursuant to Section 2(a)(iv), in which Registrable Securities are included, the managing Underwriter or Underwriters underwriters of such Underwritten Offering advise the Company in an Underwritten Shelf Takedownwriting that, in good faith, advises their opinion and in consultation with the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire requested to sell, taken together with all other shares of Common Stock or other equity securities that the Company desires to sell and all other shares of Common Stock or other equity securities, if any, as to which Registration has been requested pursuant to separate written contractual arrangements with Persons other than the Piggyback Registration Rights Holders hereunder, be included in such Underwritten Offering exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such Underwritten Offering and/or that the number of Registrable Securities proposed to be included in any such Underwritten Shelf Takedown without Offering would adversely affecting affect the proposed offering price, price per share of the timing, the distribution method, or the probability of success of Company’s equity securities to be sold in such offering Underwritten Offering (such maximum dollar amount or maximum number of such securitiessecurities or Registrable Securities, as applicable, the “Maximum Number of SecuritiesThreshold”), then the Company shall include in such Underwritten Shelf Takedown, (i) first, before including any shares of Common Stock or other equity securities proposed to be sold by the Company or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested to be included in such Underwritten Shelf Takedown Offering shall be allocated among the Holders and holders of Non-Holder Securities as follows: (A) first, the aggregate number securities comprised of Registrable Securities, pro rata, based on the amount of such Registrable Securities that the Demanding Holders and Requesting Holders have initially requested to be included in by the Holders (pursuant to either Section 2(a)(iv) or 2(b)(i)) or as such Underwritten Shelf Takedown) Holders may otherwise agree, that can be sold without exceeding the Maximum Number of Securities, Threshold; (iiB) second, to the extent that the Maximum Number of Securities Threshold has not been reached under the foregoing clause (iA), the shares of Common Stock or other equity securities of a holder of the Company’s securities other than Registrable Securities (“Non-Holder Securities”) that either (1) the Company desires is obligated to sellinclude pursuant to written contractual rights entered into prior to or on the date hereof or (2) such other contractual rights governing the applicable Non-Holder Securities, which pro rata, based on the amount of such equity securities initially requested to be included by the holders of Non-Holder Securities or as such holders of Non-Holder Securities may otherwise agree, that can be sold without exceeding the Maximum Number of Securities and Threshold; (iiiC) third, to the extent that the Maximum Number of Securities Threshold has not been reached under the foregoing clauses (iA) and (iiB), the shares of Common Stock or other equity securities of other Persons Non-Holder Securities that the Company is obligated to register in a Registration include pursuant to separate written contractual arrangements rights entered into after the date hereof that do not comply with such Persons and clause (B)(2) above, that can be sold without exceeding the Maximum Number Threshold; and (D) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A), (B) and (C), the Company Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold. Notwithstanding this Section 2(a)(v), the Sponsor shall be entitled to initiate one (1) Underwritten Shelf Takedown pursuant to which it shall be entitled to sell all Registrable Securities it requests to be included in such offering, prior to the application of Securitiesthe reduction principles set forth in clauses (A) through (D) above; provided, however, that the number of Registrable Securities so requested by the Sponsor shall not exceed the Maximum Threshold.

Reduction of Underwritten Shelf Takedown. If If, in connection with an Underwritten Offering that is effectuated for the account of stockholders of the Company, including pursuant to Section 2(a)(iv), in which Registrable Securities are included, the managing Underwriter or Underwriters underwriters of such Underwritten Offering advise the Company in an Underwritten Shelf Takedownwriting that, in good faith, advises their opinion and in consultation with the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire requested to sell, taken together with all other shares of Common Stock or other equity securities that the Company desires to sell and all other shares of Common Stock or other equity securities, if any, as to which Registration has been requested pursuant to separate written contractual arrangements with Persons other than the Piggyback Registration Rights Holders hereunder, be included in such Underwritten Offering exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such Underwritten Offering and/or that the number of Registrable Securities proposed to be included in any such Underwritten Shelf Takedown without Offering would adversely affecting affect the proposed offering price, price per share of the timing, the distribution method, or the probability of success of Company’s equity securities to be sold in such offering Underwritten Offering (such maximum dollar amount or maximum number of such securitiessecurities or Registrable Securities, as applicable, the “Maximum Number of SecuritiesThreshold”), then the Company shall include in such Underwritten Shelf Takedown, (i) first, before including any shares of Common Stock or other equity securities proposed to be sold by the Company or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested to be included in such Underwritten Shelf Takedown Offering shall be allocated among the Holders and holders of Non-Holder Securities as follows: (A) first, the aggregate number securities comprised of Registrable Securities, pro rata, based on the amount of such Registrable Securities that the Demanding Holders and Requesting Holders have initially requested to be included in by the Holders (pursuant to either Section 2(a)(iv) or 2(b)(i)) or as such Underwritten Shelf Takedown) Holders may otherwise agree, that can be sold without exceeding the Maximum Number of Securities, Threshold; (iiB) second, to the extent that the Maximum Number of Securities Threshold has not been reached under the foregoing clause (iA), the equity securities of a holder of the Company’s securities other than Registrable Securities (“Non-Holder Securities”) that either (1) the Company is obligated to include pursuant to written contractual rights entered into prior to or on the date hereof or (2) such other contractual rights governing the applicable Non-Holder Securities, pro rata, based on the amount of such equity securities initially requested to be included by the holders of Non-Holder Securities or as such holders of Non-Holder Securities may otherwise agree, that can be sold without exceeding the Maximum Threshold; (C) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), Non-Holder Securities that the Company is obligated to include pursuant to written contractual rights entered into after the date hereof that do not comply with clause (B)(2) above, that can be sold without exceeding the Maximum Threshold; and (D) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other equity securities of other Persons that the Company is obligated 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 Threshold. Notwithstanding this Section 2(a)(v), the Sponsor shall be entitled to initiate one Underwritten Shelf Takedown pursuant to which it shall be entitled to sell all Registrable Securities it requests to be included in such offering, prior to the application of Securitiesthe reduction principles set forth in clauses (A) through (D) above; provided, however, that the number of Registrable Securities so requested by the Sponsor shall not exceed the Maximum Threshold.

Reduction of Underwritten Shelf Takedown. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, Takedown advises the Company, the Demanding Holders and the Holders requesting piggy piggy-back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock or other equity securities that the Company desires to sell and 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 Shelf Takedown pursuant to separate written contractual arrangements with Persons piggy-back registration rights held by any other than the Piggyback Registration Rights Holders hereunderstockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in 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 Shelf Takedown, (i) first, before including any shares of Common Stock or other equity securities proposed to be sold by the Company or by other holders of Common Stock or other equity securitiessecurities of the 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 Holders and the Requesting Holders (if any) (pro rata rata, as nearly as practicable, based on the respective number of Registrable Securities that each Demanding 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 Holders and Requesting Holders have requested be included in such Underwritten Shelf Takedown, or in such other proportion as shall mutually be agreed to by all such Demanding Holders and Requesting Holders) that can be sold without exceeding the Maximum Number of Securities; provided, (ii) secondhowever, to the extent that the Maximum Number number of Registrable Securities has not been reached under held by the foregoing clause (i), the shares of Common Stock or other equity securities that the Company desires Holders to sell, 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 shares of Common Stock or other equity securities 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.DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244

Reduction of Underwritten Shelf Takedown. If the managing Underwriter or Underwriters Underwriter(s) in an Underwritten Shelf Takedown, in good faith, advises the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Company Common Stock Shares or other equity securities that the Company desires to sell and all other shares of Company Common Stock Shares or other equity securities, if any, as to which Registration has been requested pursuant to separate written contractual arrangements with Persons other than the Piggyback Registration Rights Holders hereunder, exceeds the maximum dollar amount or maximum number of Company Common Shares or other equity securities that can be sold in 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 Shelf Takedown, (i) first, before including any shares of Common Stock or other equity securities proposed to be sold by the Company or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding 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 Holders and Requesting Holders have requested be included in such 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 shares of Company Common Stock Shares or other equity securities of other Persons that the Company desires is obligated to sell, which register in a Registration pursuant to separate written contractual arrangements with such Persons entered into prior to the date of this Agreement and that can be sold without exceeding the Maximum Number of Securities and Securities, (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares Company Common Shares or other equity securities that the Company desires to 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 Company Common Stock Shares or other equity securities of other Persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such Persons entered into after the date of this Agreement and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Shelf Takedown. If the managing Underwriter or Underwriters Underwriter(s) in an Underwritten Shelf Takedown, in good faith, advises advise the Company, the Demanding Holders Company and the Takedown Requesting Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities that the Demanding Holders and the Takedown Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock Shares or other equity securities that the Company desires to sell and all other shares of Common Stock or other equity securities, if any, as to which Registration has been requested pursuant to separate written contractual arrangements with Persons other than the Piggyback Registration Rights Holders hereundersell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in 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 Shelf Takedown, as follows: (i) first, before including any shares of Common Stock or other equity securities proposed to be sold by the Company or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based Holders, on the respective number of Registrable Securities that each Demanding 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 Holders and Requesting Holders have requested be included in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securitiesa Pro Rata basis, (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause section (i), the shares Registrable Securities of Common Stock or other equity securities the Takedown Requesting Holders, on a Pro Rata basis, that the Company desires to sell, 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 (i) and (ii), the shares of Common Stock Shares or other equity securities of other Persons that the Company is obligated desires to register in a Registration pursuant to separate written contractual arrangements with such Persons and that sell, which can be sold without exceeding the Maximum Number of Securities; provided, that, for purposes of this Section 2.3.5 and with respect to any Underwritten Shelf Takedown, notwithstanding anything to the contrary herein, the Xxxxx Holders and Sponsor Holders agree to work in good faith to effectuate such Underwritten Shelf Takedown, such that if either is the Demanding Holder and the other is a Takedown Requesting Holder, they shall be treated as one group, such group shall be deemed the Demanding Holder, and their aggregate Registrable Securities requested to be included in such Underwritten Shelf Takedown shall be reduced on a Pro Rata basis pursuant to the foregoing.

Reduction of Underwritten Shelf Takedown. If If, in connection with an Underwritten Offering that is effectuated for the account of stockholders of the Company, including pursuant to Section 2(a)(iv), in which Registrable Securities are included, the managing Underwriter or Underwriters underwriters of such Underwritten Offering advise the Company in an Underwritten Shelf Takedownwriting that, in good faith, advises their opinion and in consultation with the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of shares of Common Stock, including any Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire Securities, requested to sell, taken together with all other shares of Common Stock or other equity securities that the Company desires to sell and all other shares of Common Stock or other equity securities, if any, as to which Registration has been requested pursuant to separate written contractual arrangements with Persons other than the Piggyback Registration Rights Holders hereunder, be included in such Underwritten Offering exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such Underwritten Offering and/or that the number of Registrable Securities proposed to be included in any such Underwritten Shelf Takedown without Offering would adversely affecting affect the proposed offering price, price per share of the timing, the distribution method, or the probability of success of Company’s equity securities to be sold in such offering Underwritten Offering (such maximum dollar amount or maximum number of such securitiessecurities or Registrable Securities, as applicable, the “Maximum Number of SecuritiesThreshold”), then the Company shall include in such Underwritten Shelf Takedown, (i) first, before including any number of shares of Common Stock or other equity securities proposed to be sold by the Company or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Shelf Takedown Offering shall be allocated among the Holders and holders of Non-Holder Securities as follows: (A) first, the aggregate number shares comprised of Registrable Securities that Securities, pro rata, based on the Demanding Holders and Requesting Holders have amount of such Common Stock initially requested to be included in by the Holders or as such Underwritten Shelf Takedown) Holders may otherwise agree, that can be sold without exceeding the Maximum Number of Securities, Threshold; (iiB) second, to the extent that the Maximum Number of Securities Threshold has not been reached under the foregoing clause (iA), the shares of Common Stock of a Holder of the Company’s securities other than Registrable Securities (“Non-Holder Securities”) that either (1) the Company is obligated to include pursuant to written contractual rights entered into prior to or on the date hereof or (2) such other contractual rights governing the applicable Non-Holder Securities, pro rata, based on the amount of such Common Stock initially requested to be included by the holders of Non-Holder Securities or as such holders of Non-Holder Securities may otherwise agree, that can be sold without exceeding the Maximum Threshold; (C) third, to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), Non-Holder Securities that the Company is obligated to include pursuant to written contractual rights entered into after the date hereof that do not comply with clause (B)(2) above, that can be sold without exceeding the Maximum Threshold; and (D) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other equity securities of other Persons that the Company is obligated 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 SecuritiesThreshold.

Reduction of Underwritten Shelf Takedown. If the managing Underwriter or Underwriters Underwriter(s) in an Underwritten Shelf Takedown, in good faith, advises advise the Company, the Demanding Holders Company and the Takedown Requesting Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities that the Demanding Holders and the Takedown Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock Ordinary Shares or other equity securities Equity Securities that the Company desires to sell and all other shares of Common Stock or other equity securities, if any, as to which Registration has been requested pursuant to separate written contractual arrangements with Persons other than the Piggyback Registration Rights Holders hereundersell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in 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 Shelf Takedown, as follows: (i) first, before including any shares of Common Stock or other equity securities proposed to be sold by the Company or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and the Takedown Requesting Holders (if any) (Holders, on a pro rata basis based on the respective number of Registrable Securities that each Demanding Holder and then owned by a Takedown Requesting Holder (if any) has requested be included in such Underwritten Shelf Takedown and relation to the aggregate number of Registrable Securities that owned by all of the Demanding Holders and Takedown Requesting Holders have requested be included in such Underwritten Shelf Takedown) that Holders, 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 shares XXX Registrable Securities of Common Stock or other equity securities XXX Holders exercising their rights to register their XXX Registrable Securities pursuant to the contractual piggyback registration rights provisions of the Investor Rights Agreement, pro rata, based on the respective number of XXX Registrable Securities that each XXX Xxxxxx has requested be included and the aggregate number of XXX Registrable Securities that the Company desires XXX Holders have requested be included pursuant to sellthe contractual piggyback registration rights provisions of the Investor Rights Agreement, 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 shares of Common Stock Ordinary Shares or other equity securities of other Persons Equity Securities that the Company is obligated desires to register in a Registration pursuant to separate written contractual arrangements with such Persons and that sell, which can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Shelf Takedown. If the managing Underwriter or Underwriters Underwriter(s) in an Underwritten Shelf Takedown, in good faith, advises advise the Company, the Demanding Holders Company and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire desires to sell, taken together with all other shares of Common Stock Shares or other equity securities that the Company desires to sell and all other shares of sell, taken together with (a) Common Stock or other equity securitiesShares, if any, as to which Registration participation in the Underwritten Shelf Takedown has been requested demanded pursuant to separate written contractual arrangements with Persons other than the Piggyback Registration Rights Holders hereunderHolders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold and (b) Common Shares, if any, as to which participation in the Underwritten Shelf Takedown without adversely affecting has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the proposed offering priceCompany, exceeds 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 Shelf Takedown, as follows: (i) first, before including any shares of Common Stock or other equity securities proposed to be sold by the Company or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding Glencore Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding 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 Holders and Requesting Holders have requested be included in such 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 shares Registrable Securities of the other Holders 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 section (i) and (ii), any other Common Stock Shares or other equity securities for the account of other Persons as to which inclusion in such Underwritten Shelf Takedown has been requested pursuant to separate written contractual arrangements with such Persons, in each case pro rata based on the respective number of Registrable Securities that the Holders and such other shareholders have requested be included; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), Common Shares or other equity securities that the Company desires to sell, 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 shares of Common Stock or other equity securities 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 Shelf Takedown. If If, in connection with an Underwritten Offering that is effectuated for the account of shareholders of the Company, including pursuant to Section 2(a)(iv), in which Registrable Securities are included, the managing Underwriter or Underwriters underwriters of such Underwritten Offering advise the Company in an Underwritten Shelf Takedownwriting that, in good faith, advises their opinion and in consultation with the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire requested to sell, taken together with all other shares of Common Stock or other equity securities that the Company desires to sell and all other shares of Common Stock or other equity securities, if any, as to which Registration has been requested pursuant to separate written contractual arrangements with Persons other than the Piggyback Registration Rights Holders hereunder, be included in such Underwritten Offering exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such Underwritten Offering and/or that the number of Registrable Securities proposed to be included in any such Underwritten Shelf Takedown without Offering would adversely affecting affect the proposed offering price, price per share of the timing, the distribution method, or the probability of success of Company’s equity securities to be sold in such offering Underwritten Offering (such maximum dollar amount or maximum number of such securitiessecurities or Registrable Securities, as applicable, the “Maximum Number of SecuritiesThreshold”), then the Company shall include in such Underwritten Shelf Takedown, (i) first, before including any shares of Common Stock or other equity securities proposed to be sold by the Company or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested to be included in such Underwritten Shelf Takedown Offering shall be allocated among the Holders and holders of Non-Holder Securities as follows: (A) first, the aggregate number securities comprised of Registrable Securities, pro rata, based on the amount of such Registrable Securities that the Demanding Holders and Requesting Holders have initially requested to be included in by the Holders (pursuant to either Section 2(a)(iv) or 2(b)(i)) or as such Underwritten Shelf Takedown) Holders may otherwise agree, that can be sold without exceeding the Maximum Number of Securities, Threshold; (iiB) second, to the extent that the Maximum Number of Securities Threshold has not been reached under the foregoing clause (iA), the shares of Common Stock or other equity securities of a holder of the Company’s securities other than Registrable Securities (“Non-Holder Securities”) that either (1) the Company desires is obligated to sellinclude pursuant to written contractual rights entered into prior to or on the date hereof or (2) such other contractual rights governing the applicable Non-Holder Securities, which pro rata, based on the amount of such equity securities initially requested to be included by the holders of Non-Holder Securities or as such holders of Non-Holder Securities may otherwise agree, that can be sold without exceeding the Maximum Number of Securities and Threshold; (iiiC) third, to the extent that the Maximum Number of Securities Threshold has not been reached under the foregoing clauses (iA) and (iiB), the shares of Common Stock or other equity securities of other Persons Non-Holder Securities that the Company is obligated to register in a Registration include pursuant to separate written contractual arrangements rights entered into after the date hereof that do not comply with such Persons and clause (B)(2) above, that can be sold without exceeding the Maximum Number Threshold; and (D) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold. Notwithstanding this Section 2(a)(v), the Holders shall be entitled to initiate one (1) Underwritten Shelf Takedown pursuant to which it shall be entitled to sell all Registrable Securities it requests to be included in such offering, prior to the application of Securitiesthe reduction principles set forth in clauses (A) through (D) above; provided, however, that the number of Registrable Securities so requested by the Holders shall not exceed the Maximum Threshold.

Reduction of Underwritten Shelf Takedown. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Takedown Demanding Holders and the Takedown Requesting Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities that the Takedown Demanding Holders and the Takedown Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock or other equity securities that the Company desires to sell and all other shares of Common Stock or other equity securities, if any, as to which Registration has been requested pursuant to separate written contractual arrangements with Persons other than the Piggyback Registration Rights Holders hereundersell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in 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 Shelf Takedown, as follows: (i) first, before including any shares of Common Stock or other equity securities proposed to be sold by the Company or by other holders of Common Stock or other equity securities, the Registrable Securities of the Takedown Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding 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 Holders and Requesting Holders have requested be included in such 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 shares of Common Stock or other equity securities of the Takedown Requesting Holders, if any, that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities and determined pro rata based on the respective number of shares of Common Stock or other equity securities that each Takedown Requesting Holder has so requested to be included in such Underwritten Shelf Takedown; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares Common Stock or other equity securities that the Company desires to sell and 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 Common Stock or other equity securities of other Persons persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such Persons persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Shelf Takedown. If the managing Underwriter or Underwriters If, in connection with an Underwritten Shelf TakedownTakedown that is effectuated for the account of stockholders of the Company, including pursuant to Section 4.15(d), in good faithwhich Registrable Shares are included, advises the managing underwriters of such Underwritten Shelf Takedown advise the Company in writing that, in their opinion and in consultation with the Company, the Demanding Holders and number of Registrable Shares requested to be included in such Underwritten Shelf Takedown exceeds the Holders requesting piggy back rights pursuant number that can be sold in such Underwritten Shelf Takedown and/or that the number of Registrable Shares proposed to this Agreement with respect be included in any such Underwritten Shelf Takedown would adversely affect the price per share of the equity securities to be sold in such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock or other equity securities that the Company desires to sell and all other shares of Common Stock or other equity securities, if any, as to which Registration has been requested pursuant to separate written contractual arrangements with Persons other than the Piggyback Registration Rights Holders hereunder, exceeds the maximum dollar amount or such maximum number of equity securities that can be sold in 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 securitiesRegistrable Shares, as applicable, the “Maximum Number of SecuritiesThreshold”), then the Company shall include in such Underwritten Shelf Takedown, (i) first, before including any shares of Common Stock or other equity securities proposed to be sold by the Company or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested Shares to be included in such Underwritten Shelf Takedown and shall be allocated pro rata, based on the aggregate number amount of such Registrable Securities that the Demanding Holders and Requesting Holders have Shares initially requested to be included in by the applicable Purchasers pursuant to either Section 4.15(c) or as such Underwritten Shelf Takedown) Purchasers may otherwise agree, 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 shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other equity securities 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 SecuritiesThreshold.

Reduction of Underwritten Shelf Takedown. If the managing Underwriter or Underwriters Underwriter(s) in an Underwritten Shelf Takedown, in good faith, advises the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of shares of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Company Common Stock Shares or other equity securities that the Company desires to sell and all other shares of Company Common Stock Shares or other equity securities, if any, as to which Registration has been requested pursuant to separate written contractual arrangements with Persons other than the Piggyback Registration Rights Holders hereunder, exceeds the maximum dollar amount or maximum number of Company Common Shares or other equity securities that can be sold in 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 Shelf Takedown, (i) first, before including any shares of Common Stock or other equity securities proposed to be sold by the Company or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding 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 Holders and Requesting Holders have requested be included in such 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 shares of Company Common Stock Shares or other equity securities of other Persons that the Company desires is obligated to sell, which register in a Registration pursuant to separate written contractual arrangements with such Persons entered into prior to the date of this Agreement and that can be sold without exceeding the Maximum Number of Securities and Securities, (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares Company Common Shares or other equity securities that the Company desires to 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 Company Common Stock Shares or other equity securities of other Persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such Persons entered into after the date of this Agreement and that can be sold without exceeding the Maximum Number of Securities.. 2.1.5