Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of the equity securities of the Company that the Company desires to sell, taken together with # the shares of equity securities of the Company, if any, as to which Registration or Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, # the Registrable Securities as to which Registration or Underwritten Offering has been requested pursuant to this [Section 2.2] and # the shares of equity securities of the Company, if any, as to which Registration or Underwritten Offering has been requested pursuant to separate written contractual piggyback registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of the equity securities of the Company that the Company desires to sell, taken together with # the shares of equity securities of the Company, if any, as to which Registration or Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, # the Registrable Securities as to which Registration or Underwritten Offering has been requested pursuant to 1">this [Section 2.2] and # the shares of equity securities of the Company, if any, as to which Registration or Underwritten Offering has been requested pursuant to separate written contractual piggyback registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of the equity securities of the Company that the Company desires to sell, taken together with # the shares of equity securities of the Company, if any, as to which Registration or Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, # the Registrable Securities as to which Registration or Underwritten Offering has been requested pursuant to 1">this [Section 2.2]3"> of this Agreement and # the shares of equity securities of the Company, if any, as to which Registration or Underwritten Offering has been requested pursuant to separate written contractual piggyback registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of the equity securities of the Company that the Company desires to sell, taken together with # the shares of equity securities of the Company, if any, as to which Registration or Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, # the Registrable Securities as to which Registration or Underwritten Offering has been requested pursuant to this [Section 2.2] and # the shares of equity securities of the Company, if any, as to which Registration or Underwritten Offering has been requested pursuant to separate written contractual piggyback registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares 1">of the1">or equity securities of the Company that the Company desires to sell, taken together with # the shares 3">of3">or equity securities of the Company, if any, as to which 5">Registration or5">the Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, # the Registrable Securities as to which 7">a Piggyback Registration9"> or Underwritten Offering has been requested pursuant to this 11">[Section11">Section 2.13">2]13">2 and # the shares 15">of15">or equity securities of the Company, if any, as to which 17">Registration or17">inclusion in the Underwritten Offering has been requested pursuant to separate written contractual piggyback registration rights of other 19">stockholders19">shareholders of the Company, exceeds the Maximum Number of Securities, then:

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares 1">of the1">or equity securities of the Company that the Company desires to sell, taken together with # the shares 3">of3">or equity securities of the Company, if any, as to which 5">Registration or5">the Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, # the Registrable Securities as to which 7">a Piggyback Registration9"> or Underwritten Offering has been requested pursuant to 11">this [Section 2.2]13"> hereof and # the shares 15">of15">or equity securities of the Company, if any, as to which 17">Registration or17">inclusion in the Underwritten Offering has been requested pursuant to separate written contractual piggyback registration rights of other 19">stockholders19">shareholders of the Company, exceeds the Maximum Number of Securities, then:

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten 1">Offering1">Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of 3">the equity securities of the Company3">Common Stock that the Company desires to sell, taken together with # the shares of 5">equity securities of the Company,5">Common Stock, if any, as to which Registration7"> or Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities 9">hereunder,9">hereunder # the Registrable Securities as to which 11">Registration or Underwritten Offering11">registration has been requested pursuant to 13">this [Section 2.2]15"> hereof, and # the shares of 17">equity securities of the Company,17">Common Stock, if any, as to which Registration19"> or Underwritten Offering has been requested pursuant to separate written contractual 21">piggyback21">piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten 1">Offering1">Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of 3">the shares of 5">the equity securities of the Company5">Common Stock that the Company desires to sell, taken together with # the shares of 7">equity securities of the Company,7">Common Stock, if any, as to which Registration9"> or Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities 11">hereunder,11">hereunder # the Registrable Securities as to which 13">Registration or Underwritten Offering13">registration has been requested pursuant to 15">this [Section 2.2]17"> hereof, and # the shares of 19">equity securities of the Company,19">Common Stock, if any, as to which Registration21"> or Underwritten Offering has been requested pursuant to separate written contractual 23">piggyback23">piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten 1">Offering1">Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of 3">the equity securities of the Company3">Common Stock that the Company desires to sell, taken together with # the shares of 5">equity securities of the Company,5">Common Stock, if any, as to which Registration7"> or Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, # the Registrable Securities as to which 9">Registration or Underwritten Offering9">registration has been requested pursuant to 11">this [Section11">Section 2.13">2]13">02 hereof, and # the shares of 15">equity securities of the Company,15">Common Stock, if any, as to which Registration17"> or Underwritten Offering has been requested pursuant to separate written contractual 19">piggyback19">piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten 1">Offering1">Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing 3">that3">that, in such Underwriter’s or Underwriters’ opinion, the dollar amount or number of shares of 5">the equity securities of the Company5">Common Stock that the Company desires to sell, taken together with # the shares of 7">equity securities of the Company,7">Common Stock, if any, as to which Registration9"> or Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, # the Registrable Securities as to which 11">Registration or Underwritten Offering11">registration has been requested pursuant to 13">this [Section 2.15">2]15">04] hereof, and # the shares of 17">equity securities of the Company,17">Common Stock, if any, as to which Registration19"> or Underwritten Offering has been requested pursuant to separate written contractual 21">piggyback21">piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten 1">Offering1">Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of 3">shares of the 5">equity securities of the Company5">Common Stock that the Company desires to sell, taken together with # the 7">shares of equity securities of the Company,7">Common Stock, if any, as to which Registration9"> or Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities 11">hereunder,11">hereunder # the Registrable Securities as to which 13">Registration or Underwritten Offering13">registration has been requested pursuant to 15">this [Section15">Section 2.17">2]17">2 hereof, and # the 19">shares of equity securities of the Company,19">Common Stock, if any, as to which Registration21"> or Underwritten Offering has been requested pursuant to separate written contractual 23">piggyback23">piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then: