Common use of Reduction of Piggyback Registration Clause in Contracts

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration (other than Underwritten Shelf Takedown), in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the shares of Domesticated Parent Common Stock that the Company desires to sell, taken together with (i) the shares of Domesticated Parent Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant Section 2.1 hereof, and (iii) the shares of Domesticated Parent Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then: (a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1 hereof, pro rata based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”) exercising its rights to register its Registrable Securities pursuant to subsection 2.1.1 hereof, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; (b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, the shares of Domesticated Parent Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Domesticated Parent Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration (other than Underwritten Shelf Takedown)total amount of securities, in good faithincluding Registrable Securities, advises the Company and the Holders requested by holders of Registrable Securities participating to be included in such offering exceeds the amount of securities sold other than by the Company that the Underwriters determine in their reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the Piggyback Registration in writing offering only that the dollar amount or number of the shares of Domesticated Parent Common Stock that the Company desires to sell, taken together with (i) the shares of Domesticated Parent Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant Section 2.1 hereof, and (iii) the shares of Domesticated Parent Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, including Registrable Securities, which the underwriters determine in their reasonable discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling security holders according to the total amount of securities entitled to be included therein owned by each selling security holder or in such other proportions as applicable, the “Maximum Number of Securities”), then: (a) If the Registration is undertaken shall mutually be agreed to by such selling security holders; provided that for the Company’s account24 month period beginning on the Closing Date, so long as the Company shall include in any such Registration (A) first, the shares Principal Stockholders continue to beneficially own at least 50% of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities held by them as of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1 hereofthe Closing Date, pro rata based on the respective number securities so apportioned shall include at least 50% of Registrable Securities that each Holder has requested held by the Principal Stockholders which have been proposed to be included in such Underwritten Registration offering, such apportionment the “Pro Rata Reduction”). For purposes of the preceding parenthetical concerning apportionment, for any selling security holder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and holders of capital stock of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling security holder,” and any pro-rata reduction with respect to such “selling security holder” shall be based upon the aggregate number of Registrable Securities that the Holders have requested be owned by all entities and individuals included in such Underwritten Registration (such proportion is referred to herein “selling security holder,” as “Pro Rata”) exercising its rights to register its Registrable Securities pursuant to subsection 2.1.1 hereof, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; (b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include defined in any such Registration (A) first, the shares of Domesticated Parent Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Domesticated Parent Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securitiesthis sentence.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration (other than Underwritten Shelf Takedown)Registration, in good faith, advises the Company and the Eligible Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Eligible Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.1 2.2 hereof, and (iii) the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back piggyback registration rights of other stockholders of the CompanyCompany other than the Eligible Holders of Registrable Securities, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then: (a) If the Registration or a registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or a registered offering (A) first, the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Eligible Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1 Section 2.2.1 hereof, pro rata Pro Rata, based on the respective number of Registrable Securities that each Eligible Holder has so requested to be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested be included in or such Underwritten Registration (such proportion is referred to herein as “Pro Rata”) exercising its rights to register its Registrable Securities pursuant to subsection 2.1.1 hereofregistered offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back piggyback registration rights of other stockholders of the CompanyCompany other than the Eligible Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (b) If the Registration or a registered offering is pursuant to a request by persons or entities other than the Eligible Holders of Registrable Securities, then the Company shall include in any such Registration or a registered offering (A) first, the shares of Domesticated Parent Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Eligible Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1Section 2.2.1, Pro Rata, based on the respective number of Registrable Securities that each Eligible Holder has so requested to be included in such Registration or such registered offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Domesticated Parent Common Stock or other equity securities for the account of other persons securities, if any, as to which Registration or entities that the Company is obligated to register a registered offering has been requested pursuant to separate written contractual arrangements with such piggyback registration rights of persons or entitiesentities other than the Eligible Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and (c) If the Registration or registered offering is pursuant to a request by Eligible Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.4.

Reduction of Piggyback Registration. If the managing Underwriter underwriter or Underwriters underwriters in an Underwritten Registration underwritten offering that is to be a Piggyback Registration (other than Underwritten Shelf Takedown)Registration, in good faith, advises the Company and the Requesting Piggyback Holders of Registrable Securities participating in the Piggyback Registration pursuant to this Section 6.1 in writing that the dollar amount or number of the shares of Domesticated Parent Common Stock Class A Ordinary Shares or other equity securities that the Company desires to sell, taken together with (i) the shares of Domesticated Parent Common StockClass A Ordinary Shares or other equity securities, if any, as to which Registration registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the requested by Requesting Piggyback Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant Section 2.1 hereof, and (iii) the shares of Domesticated Parent Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, or Significant Shareholders exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering underwritten offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then: then (ax) If if the Registration registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration registration or registered offering the Class A Ordinary Shares (A) first, the shares of Domesticated Parent Common Stock or other equity securities that securities) in the Company desires to sellfollowing order of priority, which can be sold without exceeding the Maximum Number of Securities; and : (A) first, all Class A Ordinary Shares the Company desires to sell; (B) second, all Class A Ordinary Shares desired to be sold by the extent that Requesting Piggyback Holders and Significant Shareholders desire to sell. As between the Maximum Number of Securities has not been reached under the foregoing clause (A)Requesting Piggyback Holders and Significant Shareholders, the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1 hereof, remaining Class A Ordinary Shares (or other equity securities) shall be allocated 25% for the Eligible Investors (as between the Eligible Investors pro rata based on the respective number of Registrable Securities Shares that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders Eligible Investor have requested to be included in such Underwritten Registration included), and 75% for the Significant Shareholders (such proportion is referred to herein as “Pro Rata”) exercising its rights to register its Registrable Securities pursuant to subsection 2.1.1 hereof, which can be sold without exceeding the Maximum Number of Securities; and any agreement between them with respect to pro rata cut backs in a registered offering); (C) third, all other holders so entitled to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common Stock, if any, as to which Registration has been requested participate pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; (b) If the Registration is pursuant any agreement with respect to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, the shares of Domesticated Parent Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securitiesrights; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Domesticated Parent Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.and

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback Registration (other than Underwritten Shelf Takedown)Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.1 hereof2.2, and (iii) the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of Persons other stockholders than the Holders of the CompanyRegistrable Securities hereunder, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then: (a) If if the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1 hereof2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”) exercising its rights to register its Registrable Securities pursuant to subsection 2.1.1 hereofOffering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of Persons other stockholders than the Holders of the CompanyRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; (b) If if the Registration is pursuant to a request demand by persons or entities Persons other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, the shares of Domesticated Parent Common Stock or other equity securities, if any, of such requesting persons or entitiesPersons, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.12.2.1, Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Domesticated Parent Common Stock or other equity securities for the account of other persons securities, if any, as to which Registration or entities that the Company is obligated to register a registered offering has been requested pursuant to separate written contractual arrangements with such persons or entitiespiggy-back registration rights of Persons other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and (c) if the Registration and Underwritten Shelf Takedown is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1, then the Company shall include in any such Registration securities in the priority set forth in subsection 2.1.5.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown, which shall be governed by Section 3.1(e)), in good faith, advises the Company PubCo and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the shares of Domesticated Parent Common Stock Shares or other Equity Securities that the Company PubCo desires to sell, taken together with (ix) the shares of Domesticated Parent Common StockShares or other Equity Securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Registrable Securities hereunder, under this Agreement and (iiy) the Registrable Securities Common Shares or other Equity Securities, if any, as to which registration has been requested pursuant to Section 2.1 hereof, and (iii) the shares of Domesticated Parent Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company3.2, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then: (ai) If if the Registration is initiated and undertaken for the CompanyPubCo’s account, the Company PubCo shall include in any such Registration Registration: (A) first, the shares of Domesticated Parent Common Stock Shares or other equity securities Equity Securities that the Company PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; and ; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of any Special Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1 hereofin accordance with the Investor Rights Agreement or the Zahr Registration Rights Agreement, as applicable (pro rata based on the respective number of Registrable Common Shares or other Equity Securities that each Special Holder has requested required be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”) exercising its rights to register its Registrable Securities pursuant to subsection 2.1.1 hereoffor itself), which can be sold without exceeding the Maximum Number of Securities; and ; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of PubCo exercising registration rights under the Company, which can Investor Rights Agreement or the Zahr Registration Rights Agreement that are not Special Holders (pro rata based on the respective number of Common Shares and other Equity Securities that each such stockholder has requested be sold without exceeding the Maximum Number of Securities; (b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include included in any such Registration (A) first, the shares of Domesticated Parent Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable SecuritiesRegistration), which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares Registrable Securities of Domesticated Parent Common Stock Holders requesting Piggyback Registration hereunder that are not Special Holders or other equity securities for stockholders contemplated by clause (C) and the account Common Shares and other Equity Securities, if any, as to which piggyback registration has been requested pursuant to written contractual piggyback registration rights of other persons or entities stockholders of PubCo (pro rata based on the respective number of Registrable Securities, Common Shares and other Equity Securities that the Company is obligated to register pursuant to separate written contractual arrangements with each such persons or entitiesHolder and other stockholder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities. (ii) if the Registration is initiated and undertaken for the account of any Holder, PubCo shall include in any such Registration: (A) first, the Registrable Securities of Holders (pro rata based on the respective number of Registrable Securities that each Holder has requested be included in such Registration for itself) which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Common Shares and other Equity Securities, if any, of Special Holders exercising registration rights in accordance with the Investor Rights Agreement or the Zahr Registration Rights Agreement, as applicable (pro rata based on the respective number of Common Shares and other Equity Securities that each Special Holder has requested be included in such Registration for itself), which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common Shares and other Equity Securities, if any, of other stockholders of PubCo exercising registration rights under the Investor Rights Agreement or the Zahr Registration Rights Agreement that are not Special Holders (pro rata based on the respective number of Common Shares and other Equity Securities that each such stockholder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares and other Equity Securities, if any, that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Common Shares and other Equity Securities, if any, as to which piggyback registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the maximum Number of Securities. (iii) if the Registration is initiated and undertaken for the account of a Special Holder in accordance with the Investor Rights Agreement or the Zahr Registration Rights Agreement, PubCo shall include in any such Registration: (A) first, the Common Shares or other Equity Securities of Special Holders (pro rata based on the respective number of Common Shares and other Equity Securities that each Special Holder has requested be included in such Registration for itself) which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Common Shares and other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common Shares and other Equity Securities of other stockholders of PubCo exercising registration rights under the Investor Rights Agreement or the Zahr Registration Rights Agreement that are not Special Holders (pro rata based on the respective number of Common Shares and other Equity Securities that each such stockholder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), and (C), the Registrable Securities of Holders requesting Piggyback Registration hereunder that are not Special Holders or other stockholders contemplated by clause (C) and the Common Shares and other Equity Securities, if any, as to which piggyback registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo (pro rata based on the respective number of Registrable Securities, Common Shares and other Equity Securities that each such Holder and other stockholder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities. (iv) If the Registration is pursuant to a request by Persons other than the Holders hereunder, PubCo and the Special Holders in accordance with the Investor Rights Agreement or the Zahr Registration Rights Agreement, then PubCo shall include in any such Registration: (A) first, the Common Shares or other Equity Securities, if any, of such requesting Persons, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Common Shares and other Equity Securities, if any, of Special Holders exercising registration rights under the Investor Rights Agreement or the Zahr Registration Rights Agreement, as applicable (pro rata based on the respective number of Common Shares and other Equity Securities that each Special Holder has requested be included in such Registration for itself), which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common Shares and other Equity Securities, if any, of other stockholders of PubCo exercising registration rights under the Investor Rights Agreement or the Zahr Registration Rights Agreement that are not Special Holders (pro rata based on the respective number of Common Shares and other Equity Securities that each such stockholder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares and other Equity Securities, if any, that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Registrable Securities of Holders hereunder that are not Special Holders or other stockholders contemplated by clause (C) and the Common Shares and other Equity Securities, if any, as to which piggyback registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of PubCo (pro rata based on the respective number of Registrable Securities, Common Shares and other Equity Securities that each such Holder and other stockholder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything to the contrary in this Section 3.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all sales pursuant to such Underwritten Shelf Takedown pursuant to Section 3.1 have not been effected in accordance with the applicable plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration to all Holders pursuant to Section 3.2, then any reduction in the number of Registrable Securities to be offered in such offering shall be determined in accordance with Section 3.1(e), instead of this Section 3.2(b).

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback Registration (other than Underwritten Shelf Takedown)Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.1 2.2 hereof, and (iii) the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other stockholders than the Holders of the CompanyRegistrable Securities hereunder, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then: (a) If if the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1 hereofSection 2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”) exercising its rights to register its Registrable Securities pursuant to subsection 2.1.1 hereofOffering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other stockholders than the Holders of the CompanyRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; (b) If if the Registration or registered offering is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Domesticated Parent Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1Section 2.2.1, Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Domesticated Parent Common Stock or other equity securities for the account of other persons securities, if any, as to which Registration or entities that the Company is obligated to register a registered offering has been requested pursuant to separate written contractual arrangements with such piggy-back registration rights of persons or entitiesentities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and (c) if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback Registration (other than Underwritten Shelf Takedown)Registration, in good faith, advises the Company Holdco and the Holders Investors of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the shares of Domesticated Parent Common Stock Ordinary Shares or other equity securities that the Company Holdco desires to sell, taken together with (i) the shares of Domesticated Parent Common StockOrdinary Shares or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders Investors of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration Registration has been requested pursuant to Section 2.1 2.2 hereof, and (iii) the shares of Domesticated Parent Common StockOrdinary Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other stockholders than the Investors of the CompanyRegistrable Securities hereunder, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then: (a) If if the Registration or registered offering is undertaken for the CompanyHoldco’s account, the Company Holdco shall include in any such Registration or registered offering (A) first, the shares of Domesticated Parent Common Stock Ordinary Shares or other equity securities that the Company Holdco desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders Investors exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1 hereofSection 2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Holder Investor has requested be included in such Underwritten Registration Offering and the aggregate number of Registrable Securities that the Holders Investors have requested to be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”) exercising its rights to register its Registrable Securities pursuant to subsection 2.1.1 hereofOffering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common StockOrdinary Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other stockholders than the Investors of the CompanyRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; (b) If if the Registration or registered offering is pursuant to a request demand by persons or entities other than the Holders Investors of Registrable Securities, then the Company Holdco shall include in any such Registration or registered offering (A) first, the shares of Domesticated Parent Common Stock Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders Investors of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders Investors exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1Section 2.2.1, Pro Ratapro rata, based on the respective number of Registrable Securities that each Investor has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Investors have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common Stock Ordinary Shares or other equity securities that the Company Holdco desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Domesticated Parent Common Stock Ordinary Shares or other equity securities for the account of other persons securities, if any, as to which Registration or entities that the Company is obligated to register a registered offering has been requested pursuant to separate written contractual arrangements with such piggy-back registration rights of persons or entitiesentities other than the Investors of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and (c) if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by Investor(s) of Registrable Securities pursuant to Section 2.1 hereof, then Holdco shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.

Reduction of Piggyback Registration. (i) If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration (other than Underwritten Shelf Takedown)Registration, in good faithon account of the market factors, advises the Company and the Holders of Registrable Securities Significant Shareholders and the Founder Investors participating in the Piggyback Registration in writing that the aggregate dollar amount or number of the shares of Domesticated Parent Common Stock Class A Shares or other securities that the Company desires to sell, taken together with (ix) the shares of Domesticated Parent Common StockClass A Shares or other securities, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Registrable Securities hereunderInvestors, (iiy) the Registrable Securities as to which registration Registration has been requested pursuant to Section 2.1 2.02(a) hereof, and (iiiz) the shares of Domesticated Parent Common StockClass A Shares or other securities, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders security holders of the Company, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then, the Company shall include in any such Registration as follows: (aA) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration : (AI) first, the shares if GSW has requested that all or a portion of Domesticated Parent Common Stock its Registrable Securities be included in such Piggyback Registration pursuant to subsection 2.02(a), such number of Registrable Securities that GSW has requested to be included in such Piggyback Registration pursuant to subsection 2.02(a) as may be necessary to enable GSW to reduce (x) its GSW Total Equity Interest to 33% and/or (y) its GSW Voting Interest to 4.9%, (II) second, Class A Shares or other equity securities that the Company desires to sellsell for purposes of a Founder Investor Put Financing Issuance (if any) and the Registrable Securities of SACEF (if any) that SACEF has requested to be included in such Registration, which can be sold without exceeding the Maximum Number of Securities; (III) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (I) and (II), (x) Class A Shares or other equity securities that the Company desires to sell for purposes other than a Founder Investor Put Financing Issuance (if any), (y) the Registrable Securities of Investors (other than SACEF) exercising their rights to register their Registrable Securities pursuant to subsection 2.02(a) hereof and (z) Class A Shares or other securities, if any, for the account of other Persons that the Company is obligated to include in such Registration pursuant to separate written contractual arrangements with such Persons, pro rata, based on (aa) in the case of the Company, the number of Class A Shares or other equity securities that the Company desires to sell for purposes other than a Founder Investor Put Financing Issuance (if any), and in the case of each of such Investors and Persons referred to in this clause (III), the respective number of Registrable Securities, Class A Shares or other equity securities, as the case may be, that each such Investor or Person has so requested to be included in such Registration and (bb) the aggregate number of all such Registrable Securities, Class A Shares and other equity securities of the Company that the Company desires to sell for such aforementioned purposes or that all such Investors and Persons referred to in this clause (III) have requested to be included in such Registration, as the case may be, which can be sold without exceeding the Maximum Number of Securities, and provided that, if GSW has exercised its priority to register any Registrable Securities in accordance with clause (I) above, then GSW’s pro rata entitlement to register Registerable Securities under this clause (III) shall be deemed reduced by the number of Registrable Securities that GSW registered in accordance with (I) above. (B) If the Registration is pursuant to a request by Persons other than the Investors: (I) first, Class A Shares or other equity securities, if any, of such requesting Persons other than the Investors, 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 (AI), the if GSW has requested that all or a portion of its Registrable Securities of Holders exercising their rights to register their Registrable Securities be included in such Piggyback Registration pursuant to subsection 2.1.1 hereof2.02(a), pro rata based on the respective such number of Registrable Securities that each Holder GSW has requested to be included in such Underwritten Piggyback Registration and the aggregate number of Registrable Securities that the Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”) exercising its rights to register its Registrable Securities pursuant to subsection 2.1.1 hereof2.02(a) as may be necessary to enable GSW to reduce (x) its GSW Total Equity Interest to 33% and/or (y) its GSW Voting Interest to 4.9%, which can be sold without exceeding the Maximum Number of Securities; and (CIII) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (AI) and (BII), (x) Class A Shares or other equity securities that the shares Company desires to sell for purposes of Domesticated Parent Common Stock, a Founder Investor Put Financing Issuance (if any, as ) and (y) Registrable Securities of SACEF (if any) that SACEF has requested to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Companybe included in such Registration, which can be sold without exceeding the Maximum Number of Securities; , (b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, the shares of Domesticated Parent Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (DIV) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (AI), (BII) and (CIII), the shares of Domesticated Parent Common Stock (x) Class A Shares or other equity securities that the Company desires to sell for purposes other than a Founder Investor Put Financing Issuance (if any), (y) the Registrable Securities of Investors (other than SACEF) exercising their rights to register their Registrable Securities pursuant to subsection 2.02(a) hereof and (z) Class A Shares or other securities, if any, for the account of other persons or entities Persons that the Company is obligated to register include in such Registration pursuant to separate written contractual arrangements with such persons Persons, pro rata, based on (aa) in the case of the Company, the number of Class A Shares or entitiesother equity securities that the Company desires to sell for purposes other than a Founder Investor Put Financing Issuance (if any), and in the case of each of such Investors and Persons referred to in this clause (IV), the respective number of Registrable Securities, Class A Shares or other equity securities, as the case may be, that each such Investor or Person has so requested to be included in such Registration and (bb) the aggregate number of all such Registrable Securities, Class A Shares and other equity securities of the Company that the Company desires to sell for such aforementioned purposes or that all such Investors and Persons referred to in this clause (IV) have requested to be included in such Registration, as the case may be, which can be sold without exceeding the Maximum Number of Securities, and provided that, if GSW has exercised its priority to register any Registrable Securities in accordance with clause (I) above, then GSW’s pro rata entitlement to register Registerable Securities under this clause (III) shall be deemed reduced by the number of Registrable Securities that GSW registered in accordance with (I) above. (ii) In the event that securities of the Company that are convertible into Class A Shares are included in the applicable Piggyback Registration, the calculations under this subsection 2.02(b) shall include such Company securities on an as-converted to Class A Shares basis.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be includes a Piggyback Registration (other than Underwritten Shelf Takedown)Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.1 hereof2.2, and (iii) the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back piggyback registration rights of other stockholders shareholders of the Company, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then: (a) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1 hereof, pro rata based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”) exercising its rights to register its Registrable Securities pursuant to subsection 2.1.1 hereof, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; (b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, the shares of Domesticated Parent Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1Section 2.2.1, Pro Ratapro rata, based on the respective number of Registrable Securities held by each Holder, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggyback registration rights of other securityholders of the Company, which can be sold without exceeding the Maximum Number of Securities; provided, for the avoidance of doubt, if the Maximum Number of Securities has been reached under the foregoing clause (A), the Company shall not be required to offer to the Holders or other securityholders of the Company an opportunity to participate in such registered offering. (b) If the Registration or registered offering is pursuant to a request by Persons other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting Persons and the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata, based on the respective number of shares of Common Stock or other equity securities, if any, of such requesting Persons and the number of Registrable Securities held by each Holder, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the shares of Common Stock or other equity securities that the Company desires to sellsell for its own account, which can be sold without exceeding the Maximum Number of Securities; and (DC) fourththird, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (CB), the shares of Domesticated Parent Common Stock or other equity securities for the account of other persons or entities Persons that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entitiesPersons, which can be sold without exceeding the Maximum Number of Securities; and (c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback Registration (other than Underwritten Shelf Takedown)Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.1 2.2 hereof, and (iii) the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then: (a) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1 hereofSection 2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”) exercising its rights to register its Registrable Securities pursuant to subsection 2.1.1 hereofOffering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the CompanyCompany who may hold such rights, which can be sold without exceeding the Maximum Number of Securities; (b) If the Registration or registered offering is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Domesticated Parent Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1Section 2.2.1, Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Domesticated Parent Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and (c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5.

Reduction of Piggyback Registration. Notwithstanding any other provision of this Section 9.2, if the managing underwriter(s) determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter(s) may allocate the Registrable Securities to be included in such Underwritten Offering, and the number of shares of Class A Common Stock or other securities to be offered by the Company that may be included in the Underwritten Offering as follows: (i) If the managing Underwriter or Underwriters in an Underwritten Registration that Offering is undertaken for the Company’s account, (A) first, to (a) any shares of the Company Common Stock required to be included pursuant to the terms of the Existing Registration Rights Agreements, (b) all Registrable Securities requested to be included by the Purchaser and its Affiliates and (c) newly issued shares of Class A Common Stock to be offered by the Company, on a Piggyback Registration pro rata basis (as between the Purchaser and its Affiliates on the one hand, and the Company on the other hand), as nearly as practicable and (B) second, and only if all the securities referred to in clause (A) have been included, to Registrable Securities requested to be included by all Registrable Securities Holders other than Underwritten Shelf Takedown)the Purchaser and its Affiliates, in good faithproportion, advises as nearly as practicable, to the Company and the Holders respective amounts of Registrable Securities participating in held by such Registrable Securities Holders at the Piggyback Registration in writing time of filing the registration statement, if any; provided, however, that the dollar amount or number of (a) shares of Registrable Securities of the Purchaser and its Affiliates and (b) the number of newly issued shares of Class A Common Stock to be offered by the Company to be included in such Underwritten Offering will not be reduced unless all securities of all Registrable Securities Holders other than the Purchaser and its Affiliates are first entirely excluded from the underwriting and registration. To the extent that marketing factors require further limitation of the numbers of shares to be underwritten after such exclusion, the shares of Domesticated Parent Registrable Securities to be offered by the Purchaser and its Affiliates, and the newly issued shares of Class A Common Stock that offered by the Company desires will be reduced, on a pro rata basis (as between the Purchaser and its Affiliates on the one hand, and the Company on the other hand), from the Underwritten Offering. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation will be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the underwriters may round the number of shares allocated to sellthe Company or any Registrable Securities Holder to the nearest 100 shares. (ii) If the Underwritten Offering is undertaken for holders of the Company’s securities pursuant to the Existing Registration Rights Agreements, taken together with (iA) the first, to shares of Domesticated Parent Class A Common StockStock or other equity securities, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with of such participating persons or entities under the Existing Registration Rights Agreements, other than the Holders holders of Registrable Securities hereunderSecurities, (ii) the Registrable Securities as to which registration has been requested pursuant Section 2.1 hereof, and (iii) the shares of Domesticated Parent Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in without exceeding such limitation of the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, shares to be underwritten (the “Maximum Number of Securities”), then: (a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders the Purchaser and its Affiliates exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1 hereof, pro rata based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”) exercising its rights to register its Registrable Securities pursuant to subsection 2.1.1 hereofthis Section 9.2, which can be sold without exceeding the Maximum Number of Securities; and , (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), to Registrable Securities requested to be included by all Registrable Securities Holders other than the shares Purchaser and its Affiliates, in proportion, as nearly as practicable, to the respective amounts of Domesticated Parent Common StockRegistrable Securities held by such Registrable Securities Holders at the time of filing the registration statement, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; (b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, the shares of Domesticated Parent Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Domesticated Parent Class A Common Stock or other equity securities for the account of other persons or entities that the Company is obligated desires to register pursuant to separate written contractual arrangements with such persons or entitiessell, which can be sold without exceeding the Maximum Number of Securities.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback Registration (other than Underwritten Shelf Takedown), in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.1 2.2 hereof, and (iii) the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then: (a) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1 hereofSection 2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”) exercising its rights to register its Registrable Securities pursuant to subsection 2.1.1 hereofOffering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; (b) If the Registration or registered offering is pursuant to a request by persons or entities Persons other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Domesticated Parent Common Stock or other equity securities, if any, of such requesting persons or entitiesPersons, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1Section 2.2.1, Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Domesticated Parent Common Stock or other equity securities for the account of other persons or entities Persons that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entitiesPersons, which can be sold without exceeding the Maximum Number of Securities; and (c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback Registration (other than Underwritten Shelf Takedown)Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the shares of Domesticated Parent Common Stock Company Ordinary Shares or other equity securities that the Company desires to sell, taken together with (i) the shares of Domesticated Parent Common StockCompany Ordinary Shares or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.1 2.2 hereof, and (iii) the shares of Domesticated Parent Common StockCompany Ordinary Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then: (a) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering: (A) first, the shares of Domesticated Parent Common Stock Company Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights Company Ordinary Shares or other securities, if any, as to register their Registrable Securities which registration has been requested pursuant to subsection 2.1.1 hereofthe applicable written contractual piggy-back registration rights of the security holders party to that certain Registration Rights Agreement, dated as of October 12, 2021, among Gesher I Acquisition Corp. and the investors party thereto (as may be amended from time to time, the “SPAC Registration Rights Agreement”), pro rata based on the respective number of Registrable Securities rata, that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”) exercising its rights to register its Registrable Securities pursuant to subsection 2.1.1 hereof, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares Registrable Securities of Domesticated Parent Common StockHolders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Company Ordinary Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; (b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Domesticated Parent Common Stock Company Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights Company Ordinary Shares or other equity securities that the Company desires to register their Registrable Securities pursuant to subsection 2.1.1, Pro Ratasell, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common Stock Company Ordinary Shares or other equity securities securities, if any, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the security holders party to the SPAC Registration Rights Agreement, pro rata, that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares Registrable Securities of Domesticated Parent Common Stock Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (D), the Company Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and (c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.4.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback Registration (other than Underwritten Shelf Takedown), in good faith, faith advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.1 2.2 hereof, and (iii) the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then: (a) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1 hereofSection 2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”) exercising its rights to register its Registrable Securities pursuant to subsection 2.1.1 hereofOffering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; (b) If the Registration or registered offering is pursuant to a request by persons or entities Persons other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Domesticated Parent Common Stock or other equity securities, if any, of such requesting persons or entitiesPersons, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1Section 2.2.1, Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Domesticated Parent Common Stock or other equity securities for the account of other persons or entities Persons that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entitiesPersons, which can be sold without exceeding the Maximum Number of Securities; and (c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback Registration (other than Underwritten Shelf Takedown)Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.1 2.3 hereof, and (iii) the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other stockholders than the Holders of the CompanyRegistrable Securities hereunder, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then: (a) If if the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, Francisco Partners Shares to be sold at the shares direction of Domesticated Parent the Company or other Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1 hereof, pro rata based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”) exercising its rights to register its Registrable Securities pursuant to subsection 2.1.1 hereof, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; (b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, the shares of Domesticated Parent Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1Section 2.3.1, Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; (b) if the Registration or registered offering is pursuant to a demand by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, Francisco Partners Shares to be sold at the direction of the Company or other Common Stock that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.3.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common Stock or other equity securities that securities, if any, of such requesting persons or entities, other than the Company desires to sellHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (CD), the shares of Domesticated Parent Common Stock or other equity securities for the account of other persons securities, if any, as to which Registration or entities that the Company is obligated to register a registered offering has been requested pursuant to separate written contractual arrangements with such piggy-back registration rights of persons or entitiesentities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and (c) if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by Xxxxxx(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback Registration (other than Underwritten Shelf Takedown)Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the shares of Domesticated Parent Common Stock Ordinary Shares or other equity securities that the Company desires to sell, taken together with (i) the shares of Domesticated Parent Common StockOrdinary Shares or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.1 2.2 hereof, and (iii) the shares of Domesticated Parent Common StockOrdinary Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders shareholders of the Company, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then: (a) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the shares of Domesticated Parent 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 (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1 hereofSection 2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”) exercising its rights to register its Registrable Securities pursuant to subsection 2.1.1 hereofOffering, which can be sold without exceeding the Maximum Number of Securities, provided that, if the Registrable Securities held by the SPAC Holder accounts for twenty-five percent (25.0%) or less of the Registrable Securities requested be included in such Underwritten Offering, the total number of Registrable Securities of the SPAC Holder will be included towards the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common StockOrdinary Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities; (b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Domesticated Parent Common Stock Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1Section 2.2.1, Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities, provided that, if the Registrable Securities held by the SPAC Holder accounts for twenty-five percent (25.0%) or less of the Registrable Securities requested be included in such Underwritten Shelf Takedown, the total number of Registrable Securities of the SPAC Holder will be included towards the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent 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 (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Domesticated Parent Common Stock Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and (c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback Registration (other than Underwritten Shelf Takedown)Registration, in good faith, advises the Company and the Holders Investors of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders Investors of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.1 2.2 hereof, and (iii) the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then: (a) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders Investors exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1 hereofSection 2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Holder Investor has requested be included in such Underwritten Registration Offering and the aggregate number of Registrable Securities that the Holders Investors have requested to be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”) exercising its rights to register its Registrable Securities pursuant to subsection 2.1.1 hereofOffering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; (b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders Investors of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Domesticated Parent Common Stock or other equity securities, if any, of such requesting Table of Contents persons or entities, other than the Holders Investors of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders Investors exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1Section 2.2.1, Pro Ratapro rata, based on the respective number of Registrable Securities that each Investor has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Investors have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Domesticated Parent Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and (c) If the Registration or registered offering is pursuant to a request by Investor(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters Underwriter(s) in an Underwritten Registration that is to be a Piggyback Registration (other than Underwritten Shelf Takedown)Registration, in good faith, advises the Company PubCo and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the shares of Domesticated Parent PubCo Class A Common Stock that the Company PubCo desires to sell, taken together with (i) the shares of Domesticated Parent PubCo Class A Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.1 2.1, Section 2.2 and Section 2.3 hereof, and (iii) the shares of Domesticated Parent PubCo Class A Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the CompanyPubCo, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the such Underwritten Offering Registration 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: (a) If the Registration is undertaken for the CompanyPubCo’s accountaccount or by a Demanding Holder or Holders, the Company PubCo shall include in any such Registration (A) first, the shares of Domesticated Parent PubCo Class A Common Stock or other equity securities that the Company PubCo or such Demanding Holders(s), as applicable, desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1 hereof, this Section 2.3 (pro rata based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”) exercising its rights to register its Registrable Securities pursuant to subsection 2.1.1 hereof)), which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent PubCo Class A Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the CompanyPubCo, which can be sold without exceeding the Maximum Number of Securities; (b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company PubCo shall include in any such Registration (A) first, the shares of Domesticated Parent PubCo Class A Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1this Section 2.3, Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent PubCo Class A Common Stock or other equity securities that the Company PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Domesticated Parent PubCo Class A Common Stock or other equity securities for the account of other persons or entities that the Company PubCo is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback Registration (other than Underwritten Shelf Takedown)Registration, in good faith, advises the Company Parent and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the shares of Domesticated Parent Common Stock or other equity securities that the Company Parent desires to sell, taken together with (ia) the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (iib) the Registrable Securities as to which registration has been requested pursuant to Section 2.1 2.2 hereof, and (iiic) the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other stockholders than the Holders of the CompanyRegistrable Securities hereunder, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then: (ai) If if the Registration registered offering is undertaken for the CompanyParent’s account, the Company Parent shall include in any such Registration or registered offering (A1) first, the shares of Domesticated Parent Common Stock or other equity securities that the Company Parent desires to sell, which can be sold without exceeding the Maximum Number of Securities; and , (B2) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A1), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1 hereofSection 2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”) exercising its rights to register its Registrable Securities pursuant to subsection 2.1.1 hereofOffering, which can be sold without exceeding the Maximum Number of Securities; , and (C3) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other stockholders than the Holders of the CompanyRegistrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; (bii) If if the Registration registered offering is pursuant to a request demand by persons or entities other than the Holders of Registrable Securities, then the Company Parent shall include in any such Registration or registered offering (A1) first, the shares of Domesticated Parent Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; , (B2) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A1), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1Section 2.2.1, Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; , (C3) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A1) and (B2), the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; , and (D4) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A1), (B2) and (C3), the shares of Domesticated Parent Common Stock or other equity securities for the account of other persons or entities that the Company is obligated securities, if any, as to register which a registered offering has been requested pursuant to separate written contractual arrangements with such piggy- back registration rights of persons or entitiesentities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and (iii) if the registered offering and Underwritten Shelf Takedown is pursuant to a request by Holdxx(x) of Registrable Securities pursuant to Section 2.1 hereof, then Parent shall include in any such registered offering securities in the priority set forth in Section 2.1.5.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback Registration (other than Underwritten Shelf Takedown)Registration, in good faith, advises the Company and the Holders Investors of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders Investors of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.1 2.2 hereof, and (iii) the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then: (a) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders Investors exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1 hereofSection 2.2.1, pro rata rata, based on the respective number of Registrable Securities that each Holder Investor has requested be included in such Underwritten Registration Offering and the aggregate number of Registrable Securities that the Holders Investors have requested to be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”) exercising its rights to register its Registrable Securities pursuant to subsection 2.1.1 hereofOffering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; (b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders Investors of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Domesticated Parent Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders Investors of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders Investors exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1Section 2.2.1, Pro Ratapro rata, based on the respective number of Registrable Securities that each Investor has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Investors have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Domesticated Parent Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and (c) If the Registration or registered offering is pursuant to a request by Investor(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback Registration (other than Underwritten Shelf Takedown)Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunderhereunder (“Other Holders”), (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.1 2.2 hereof, and (iii) the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other stockholders than the Holders of the CompanyRegistrable Securities hereunder, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then: (a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1 hereof, pro rata based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”) exercising its rights to register its Registrable Securities pursuant to subsection 2.1.1 hereof, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; (b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, the shares of Domesticated Parent Common Stock or other equity securities, if any, of such requesting persons securities that (i) the Company or entities, other than the Holders of Registrable Securities, which (ii) any Other Holder desires to sell that can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities shares of Holders exercising their rights Common Stock or other equity securities, if any, that are requested to register their Registrable Securities be sold pursuant to subsection 2.1.1, Pro Rata, which the piggy-back registration rights under the Business Combination Registration Rights Agreement (allocated among the holders thereof in accordance with the Business Combination Registration Rights Agreement) 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), the shares Registrable Securities of Domesticated Parent Common Stock or other equity securities Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly as practicable) based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Company desires Holders have requested to sell, which be included in such Underwritten Offering that can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Domesticated Parent Common Stock or other equity securities for the account of other persons securities, if any, as to which Registration or entities that the Company is obligated to register a registered offering has been requested pursuant to separate written contractual arrangements with piggy-back registration rights of persons or entities other than the parties to the Business Combination Registration Rights Agreement and the Holders of Registrable Securities hereunder, pro rata (as nearly as practicable) based on the respective number of shares of Common Stock or other securities that such person has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that such persons or entities, which have collectively requested to be included in such Underwritten Offering that can be sold without exceeding the Maximum Number of Securities.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback Registration (other than Underwritten Shelf Takedown)Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.1 ‎2.3 hereof, and (iii) the shares of Domesticated Parent Common StockStock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other stockholders than the Holders of the CompanyRegistrable Securities hereunder, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then: (a) If if the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, Francisco Partners Shares to be sold at the shares direction of Domesticated Parent the Company or other Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1 hereof, pro rata based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”) exercising its rights to register its Registrable Securities pursuant to subsection 2.1.1 hereof, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; (b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, the shares of Domesticated Parent Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1Section ‎2.3.1, Pro Ratapro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; (b) if the Registration or registered offering is pursuant to a demand by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, Francisco Partners Shares to be sold at the direction of the Company or other Common Stock that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section ‎2.3.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common Stock or other equity securities that securities, if any, of such requesting persons or entities, other than the Company desires to sellHolders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), (C) and (CD), the shares of Domesticated Parent Common Stock or other equity securities for the account of other persons securities, if any, as to which Registration or entities that the Company is obligated to register a registered offering has been requested pursuant to separate written contractual arrangements with such piggy-back registration rights of persons or entitiesentities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and (c) if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by Xxxxxx(s) of Registrable Securities pursuant to Section ‎2.1 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section ‎2.1.5.

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration Offering that is to be a Piggyback Registration (other than an Underwritten Shelf Takedown), in good faith, advises the Company PubCo and the Special Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the shares of Domesticated Parent Common Stock or other Equity Securities that the Company PubCo desires to sell, taken together with (i) the shares of Domesticated Parent Common StockStock or other Equity Securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities Persons other than the Special Holders of Registrable Securities hereunder, hereunder and (ii) the Registrable Securities Common Stock or other Equity Securities, if any, as to which registration has been requested pursuant to Section 2.1 hereof, and (iii) the shares of Domesticated Parent Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company3.2, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then: (ai) If the Registration is initiated and undertaken for the Company’s PubCo's account, the Company PubCo shall include in any such Registration (A) first, the shares of Domesticated Parent Common Stock or other equity securities Equity Securities that the Company PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1 hereof, pro rata based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”) exercising its rights to register its Registrable Securities pursuant to subsection 2.1.1 hereof, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; (b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, the shares of Domesticated Parent Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Special Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1, Pro RataSection 3.2(a) (pro rata based on the respective number of Registrable Securities that each Special Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Domesticated Parent Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Domesticated Parent Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.and