Common use of Priority for Piggyback Registration Clause in Contracts

Priority for Piggyback Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter of an underwritten public offering determines and advises the Company and the Holders in writing that the inclusion of all Registrable Securities proposed to be included by the Holders of Registrable Securities in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities, then the Holders of Registrable Securities shall not be permitted to include, in the aggregate, any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company (the “Maximum Offering Amount”). The Company will be obligated to include in such Registration Statement only a portion of the Registrable Securities such Holder has requested be registered equal to the ratio which such Holder’s requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Holders who have requested that their Registrable Securities be included in such Registration Statement. It is acknowledged by the parties hereto that pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company shall be allocated: (i) first, to the Company; (ii) second, pari passu to the Holders; and (iii) third, to any others requesting registration of securities of the Company. If as a result of the provisions of this Section 2.2(d), any Holder shall not be entitled to include more than fifty percent (50%) of its Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such Registration Statement.

Priority for Piggyback Registration. Notwithstanding If any other provision of this Agreement, if Proposed Registration involves an underwritten offering and the managing underwriter of an underwritten public such offering determines and advises the Company and the Holders that, in writing its good faith view, that the inclusion number of all Registrable Securities proposed securities requested to be included by in such offering exceeds the Holders of Registrable Securities in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securitiesMaximum Offering Amount, then the Company shall include in such registration the number of securities which can be so sold in the following order of priority (subject to any rights set forth in the Existing Stockholders’ Agreement): (i) first, all securities that the Company proposes to register for its own account (the “Company Securities”) and any rights set forth in the Existing Stockholders’ Agreement); (ii) second, to the extent all securities referenced in subsection (i) above are collectively less than the Maximum Offering Amount, the remaining securities to be included in such registration will be allocated on a pro rata basis among all Piggyback Holders of requesting that Registrable Securities shall not be permitted to include, included in the aggregatesuch Registration; and (iii) third, any Registrable Securities remaining securities allocated on a pro rata basis among all Other Stockholders (not referenced in excess Subsection (i) above) requesting Common Stock be included in such Registration. For purposes of this Section 1.3(c), (i) the amount, if any, pro rata portion of each Piggyback Holder shall be the product of (A) the total number of Registrable Securities which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing agrees to include in such the public offering in addition to the amount of securities to be registered for the Company and (the “Maximum Offering Amount”). The Company will be obligated to include in such Registration Statement only a portion of the Registrable Securities such Holder has requested be registered equal to B) the ratio which such Piggyback Holder’s requested total Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Holders who have requested that their Registrable Securities be included in such Registration Statement. It is acknowledged by the parties hereto that pursuant to the foregoing provisionthen outstanding, the securities to be included in a registration initiated by the Company shall be allocated: (i) first, to the Company; and (ii) second, pari passu the pro rata portion of each Other Stockholder shall be the product of (X) the total number of Common Stock which the managing underwriter agrees to include in the public offering and (Y) the ratio which such Other Stockholder’s total Common Stock bears to the Holders; and (iii) third, to any others requesting registration total number of securities of the Company. If as a result of the provisions of this Section 2.2(d), any Holder shall not be entitled to include more than fifty percent (50%) of its Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such Registration StatementCommon Stock then outstanding.

Priority for Piggyback Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter of an underwritten public offering determines and advises the Company and the Holders in writing that the inclusion of all Registrable Securities proposed to be included by the Holders of Registrable Securities in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities, then the Holders of Registrable Securities shall not be permitted to include, in the aggregate, include any Registrable Securities in excess of the amount, if any, of Registrable Securities which that the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company (the “Maximum Offering Amount”)Company. The Company will be obligated to include in such Registration Statement Statement, as to each Holder, only a portion of the Registrable Securities such Holder has requested be registered equal to the ratio which such Holder’s requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Holders who have requested that their Registrable Securities be included in such Registration Statement. It is acknowledged by the parties hereto that that, pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company shall be allocated: (i) first, to the Company;; and (ii) second, pari passu to among the Holders; and (iii) third, to any others requesting registration Holders and all other holders of securities of the CompanyCompany with piggyback registration rights. If as a result of the provisions of this Section 2.2(d1.3(d), any Holder shall not be entitled to include more than fifty percent (50%) all of its Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such Registration Statement.

Priority for Piggyback Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter of an underwritten public offering determines and advises the Company and the Holders in writing that the inclusion of all Registrable Securities proposed to be included by the Holders of Registrable Securities in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s 's securities, then the Holders of Registrable Securities shall not be permitted to include, in the aggregate, any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company (the “Maximum Offering Amount”"MAXIMUM OFFERING AMOUNT"). The Company will be obligated to include in such Registration Statement only a portion of the Registrable Securities such Holder has requested be registered equal to the ratio which such Holder’s 's requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Holders who have requested that their Registrable Securities be included in such Registration Statement. It is acknowledged by the parties hereto that pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company shall be allocated: (i) first, to the Company; (ii) second, pari passu to the Holders; and (iii) third, to any others requesting registration of securities of the Company. If as a result of the provisions of this Section 2.2(d), any Holder shall not be entitled to include more than fifty percent (50%) of its Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s 's request to include Registrable Securities in such Registration Statement.

Priority for Piggyback Registration. 3.4.1 Notwithstanding any other provision of this AgreementSection 3, if the managing underwriter of an underwritten public offering determines and advises the Company and the Holders in writing that the inclusion of all Registrable Securities proposed to be included by the Holders of Registrable Securities in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securitiessecurities in the Proposed Registration, then the Holders of Registrable Securities shall not be permitted to include, in the aggregate, include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company (Company. Upon such an event, the “Maximum Offering Amount”). The Company will be obligated to include in such Registration Statement Statement, as to each Holder, only a portion of the Registrable Securities such Holder has requested be registered equal to the ratio which such Holder’s requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Holders who have requested that their Registrable Securities be included in such Registration Statement, and no party, other than the Company and the Holders of Registrable Securities, shall be permitted to include their shares of Registrable Securities in any such Proposed Registration. It is acknowledged by the parties hereto that pursuant to the foregoing provision, the The securities to be included in a registration Proposed Registration initiated by the Company shall be allocated: (i) : first, to the Company; (ii) ; second, pari passu to the Holders; and (iii) , and third, to any others requesting registration of securities of the Company. 3.4.2 Notwithstanding any portion of the foregoing to the contrary, in no event shall the shares to be sold by the Holders of Registrable Securities be reduced below twenty percent (20%) of the total amount of securities included in the Proposed Registration provided, however, that in the case of the Qualified IPO, if the managing underwriter for the Qualified IPO determines and advises the Company that, in its judgment, the offering can be marketed more successfully if all shares held by stockholders of the Company (including the Holders) are excluded from the Registration Statement, and the Company’s Board of Directors unanimously approves such exclusion, then for the Qualified IPO the Company shall be entitled to exclude all Registration Securities from the Registration Statement, so long as all securities of the Company held by any other stockholder of the Company are similarly excluded. No stockholder or prospective stockholder of the Company shall be granted piggyback registration rights which would reduce the number of shares to be included by the Holders of the Registrable Securities in such registration without the consent of the Holders of at least a majority of the Registrable Securities. 3.4.3 If as a result of the provisions of this Section 2.2(d)3.4, any Holder shall not be entitled to include more than fifty percent (50%) % of its Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such Registration Statement.

Priority for Piggyback Registration. Notwithstanding any other provision of this AgreementArticle II, if the managing underwriter of an underwritten public offering determines and advises the Company and the Participating Holders in writing that the inclusion of all Registrable Securities proposed to be included by the Participating Holders of Registrable Securities in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities, then the Participating Holders of Registrable Securities shall not be permitted to include, in the aggregate, include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company (the “Maximum Offering Amount”)Company. The Company will be obligated to include in such Registration Statement Statement, as to each Participating Holder, only a portion of the total number of securities that can be included in such Registration Statement in excess of those being offered by Company that is equal to the ratio of the number of Registrable Securities such Participating Holder has requested be registered equal to the ratio which such Holder’s requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Participating Holders who have requested that their Registrable Securities be included in such Registration Statement. It is acknowledged by the parties hereto that pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company shall be allocated: (i) first, to the Company; (ii) second, pari passu pro rata to the Participating Holders, provided, however, that no Registrable Securities requested to be included in the registration by a Participating Holder shall be excluded from the registration until all shares proposed to be registered by the Company’s directors, officers and employees (as individuals) are excluded from the registration; and (iii) third, to any others requesting registration of securities of the Company. If as a result of the provisions of this Section 2.2(d), ) any Participating Holder shall is not be entitled to include more than fifty percent (50%) all of its Registrable Securities in a registration that such Participating Holder has requested to be so included, such Participating Holder may withdraw such Participating Holder’s request to include Registrable Securities in such Registration Statement.

Priority for Piggyback Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter of an underwritten public offering determines and advises the Company and the Holders in writing that the inclusion of all Registrable Securities proposed to be included by the Holders of Registrable Securities in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities, then the Holders of Registrable Securities shall not be permitted to include, in the aggregate, include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company (the “Maximum Offering Amount”)Company. The Company will be obligated to include in such Registration Statement Statement, as to each Holder, only a portion of the Registrable Securities such Holder has requested be registered equal to the ratio which such Holder’s requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Holders who have requested that their Registrable Securities be included in such Registration Statement. It is acknowledged by the parties hereto that pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company shall be allocated: (i) first, to the Company;; and (ii) second, pari passu to among the Holders; and (iii) third, to any others requesting registration Holders and all other holders of securities of the CompanyCompany with piggyback registration rights. If as a result of the provisions of this Section 2.2(d1.3(d), any Holder shall not be entitled to include more than fifty percent (50%) all of its Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such Registration Statement.

Priority for Piggyback Registration. Notwithstanding any other provision of this AgreementArticle 2, if the managing underwriter of an underwritten public offering determines and advises the Company and the Holders in writing that the inclusion of all Registrable Securities proposed to be included by the Holders of Registrable Securities in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities, then the Holders of Registrable Securities shall not be permitted to include, in the aggregate, include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company (the “Maximum Offering Amount”)Company. The Company will be obligated to include in such Registration Statement Statement, as to each Holder, only a portion of the Registrable Securities such Holder has requested be registered equal to the ratio which such Holder’s requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Holders who have requested that their Registrable Securities be included in such Registration Statement. It is acknowledged by the parties hereto that pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company shall be allocated: (i) first, to the Company; (ii) second, pari passu to the Holders; provided, however, that no Registrable Securities requested to be included in the registration by a Holder shall be excluded from the registration until all shares proposed to be registered by the Company’s Founders, officers, directors or employees (which class shall include, but not be limited to, the Existing Stockholders) are excluded from the registration; and (iii) third, to any others requesting registration of securities of the Company. If as a result of the provisions of this Section 2.2(d2.3(d), any Holder shall not be entitled to include more than fifty percent (50%) % of its Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such Registration Statement.

Priority for Piggyback Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter of an underwritten public offering determines and advises the Company and the Holders in writing that the inclusion of all Registrable Securities proposed to be included by the Holders of Registrable Securities in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities, then the Holders of Registrable Securities shall not be permitted to include, in the aggregate, include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company (the “Maximum Offering Amount”)Company. The Company will be obligated to include in such Registration Statement Statement, as to each Holder, only a portion of the Registrable Securities such Holder has requested be registered equal to the ratio which such Holder’s requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Holders who have requested that their Registrable Securities be included in such Registration Statement. It is acknowledged by the parties hereto that pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company shall be allocated: (i) first, to the Company; (ii) second, pari passu to the Participating Holders; and (iii) third, to any others requesting registration of securities of the Company. If as a result of the provisions of this Section 2.2(d1.4(d), any Holder shall not be entitled to include more than fifty percent (50%) all of its Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such Registration Statement.

Priority for Piggyback Registration. Notwithstanding any other provision of this AgreementArticle II, if the managing underwriter of an underwritten public offering determines and advises the Company and the Participating Holders in writing that the inclusion of all Registrable Securities proposed to be included by the Participating Holders of Registrable Securities in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities, then the Participating Holders of Registrable Securities shall may not be permitted to include, in the aggregate, include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company (the “Maximum Offering Amount”)Company. The Company will be obligated to must include in such Registration Statement Statement, as to each Participating Holder, only a portion of the Registrable Securities such Participating Holder has requested be registered equal to the ratio which such Participating Holder’s requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Participating Holders who have requested that their Registrable Securities be included in such Registration Statement. It is acknowledged by the parties hereto that pursuant Pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company shall be allocated: (i) first, to the Company; (ii) second, pari passu to any shareholders of the Company requesting registration of securities of the Company pursuant to the Holders; andShareholders Agreement; (iii) third, to the Participating Holders; and (iv) fourth, to any others other shareholders of the Company requesting registration of securities of the Company. If as a result of the provisions of this Section 2.2(d), any Participating Holder shall may not be entitled to include more than fifty percent (50%) all of its Registrable Securities in a registration that such Holder has requested to be so included, such Participating Holder may withdraw such Participating Holder’s request to include Registrable Securities in such Registration Statement.

Priority for Piggyback Registration. Notwithstanding any other provision of this AgreementSection 3, if the managing underwriter of an underwritten public offering determines and advises the Company and the Holders in writing that the inclusion of all Registrable Securities Warrant Shares proposed to be included by the Holders of Registrable Securities Warrant Shares in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities, then the Holders of Registrable Securities Warrant Shares shall not be permitted to include, in the aggregate, include any Registrable Securities Warrant Shares in excess of the amount, if any, of Registrable Securities which Warrant Shares that the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company (Company. Subject to the “Maximum Offering Amount”). The immediately preceding sentence, the Company will be obligated to include in such Registration Statement Statement, as to each Participating Holder, only a portion of the Registrable Securities Warrant Shares such Participating Holder has requested be registered equal to the ratio which that such Participating Holder’s requested Registrable Securities Warrant Shares bears to the total number of Registrable Securities Warrant Shares requested to be included in such Registration Statement by all Participating Holders who have requested that their Registrable Securities Warrant Shares be included in such Registration Statement. It is acknowledged by the parties hereto that pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company shall be allocated: (i) first, to the Company; (ii) second, pari passu to the Participating Holders; and (iii) third, to any others requesting registration of securities of the Company. If as a result of the provisions of this Section 2.2(d), any Holder shall not be entitled to include more than fifty percent (50%) of its Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such Registration Statement.

Priority for Piggyback Registration. Notwithstanding any other provision of this AgreementArticle II, if the managing underwriter of an underwritten public offering determines and advises the Company and the Participating Holders in writing that the inclusion of all Registrable Securities proposed to be included by the Participating Holders of Registrable Securities in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities, then the Participating Holders of Registrable Securities shall may not be permitted to include, in the aggregate, include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company (the “Maximum Offering Amount”)Company. The Company will be obligated to must include in such Registration Statement Statement, as to each Participating Holder, only a portion of the Registrable Securities such Participating Holder has requested be registered equal to the ratio which such Participating Holder’s requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Participating Holders who have requested that their Registrable Securities be included in such Registration Statement. It is acknowledged by the parties hereto that pursuant Pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company shall be allocated: (i) first, to the Company; (ii) second, pari passu to the Participating Holders; and (iii) third, to any others other shareholders of the Company requesting registration of securities of the Company. If as a result of the provisions of this Section 2.2(d), any Participating Holder shall may not be entitled to include more than fifty percent (50%) all of its Registrable Securities in a registration that such Holder has requested to be so included, such Participating Holder may withdraw such Participating Holder’s request to include Registrable Securities in such Registration Statement.

Priority for Piggyback Registration. Notwithstanding any other provision of this Agreementhereof, if the managing underwriter of an underwritten public offering determines and advises the Company and the Participating Holders in writing that the inclusion of all Registrable Securities and other securities proposed to be included in the Registration Statement proposed to be included by the Participating Holders of Registrable Securities in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities, then the Participating Holders of Registrable Securities shall not be permitted to include, in the aggregate, include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company (account of the “Maximum Offering Amount”)Company. In no event shall any Registrable Securities be excluded from such offering unless all other Holders’ securities are excluded. The Company will be obligated to include in such Registration Statement Statement, as to each Participating Holder, only a that portion of the Registrable Securities such Participating Holder has requested be registered equal to the product of (i) the aggregate principal amount of Registrable Securities and other securities which the managing underwriter agrees to include in the public offering and (ii) the ratio which the principal amount of such Participating Holder’s requested Registrable Securities bears to the total number aggregate principal amount of Registrable Securities requested to be included in such Registration Statement by all Participating Holders who have requested that their Registrable Securities be included in such Registration Statement and other securities proposed to be included in the Registration Statement. It is acknowledged by the parties hereto that pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company shall be allocated: (i) first, to the Company; (ii) second, pari passu to the HoldersHolders of the Second Priority Notes and the First Priority Notes; and (iii) third, to any others requesting registration of securities of the Company. If as a result of the provisions of this Section 2.2(d2(c), any Holder shall not be entitled to include more than fifty percent (50%) all of its Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such Registration Statement.

Priority for Piggyback Registration. Notwithstanding any other provision of this AgreementARTICLE I, if in its good faith view, the managing underwriter of an underwritten public offering determines and advises the Company and the Piggyback Holders in writing that the inclusion of all Registrable Securities and Registrable Preferred proposed to be included by the Piggyback Holders of Registrable Securities in the underwritten public offering would materially significantly and adversely interfere with the successful marketing of the Company’s securitiessecurities covered by the applicable Registration Statement, then the Piggyback Holders of Registrable Securities shall not be permitted to include, in the aggregate, include any Registrable Securities or Registrable Preferred in excess of the amount, if any, of Registrable Securities which and Registrable Preferred that the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company (the “Maximum Offering Amount”). The Company will be obligated to include in such Registration Statement only a portion account of the Company. In no event shall any Registrable Securities or Registrable Preferred be excluded from such Holder has requested be registered equal to the ratio which such Holder’s requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by offering unless all Holders who have requested that their Registrable Securities be included in such Registration Statementother stockholders’ securities are similarly excluded. It is acknowledged by the parties hereto that pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company shall be allocated: (i) first, to all securities that the CompanyCompany proposes to register for its own account (the “Company Securities”); (ii) second, pari passu to the extent that the number of Company Securities is less than the largest number that can be sold in an orderly manner in such offering within a price range acceptable to the Company, the remaining securities to be included in such registration will be allocated on a pro rata basis among (A) all Piggyback Holders requesting that Registrable Securities or Registrable Preferred be included in such Registration, and (B) all other holders (“Other Holders”) of the Company’s securities who have been granted “piggy-back” registration rights with respect to such securities (the “Other Securities”) and have requested that such Other Securities be included in such registration. For purposes of this Section 1.3, the pro rata portion of each Piggyback Holder and each Other Holder shall be the product of (i) the total number of Registrable Securities, Registrable Preferred and Other Securities which the managing underwriter agrees to include in the public offering and (ii) the ratio which such Piggyback Holder’s or Other Holder’s requested Registrable Securities, Registrable Preferred or Other Securities, as the case may be, bears to the total number of Registrable Securities, Registrable Preferred and Other Securities requested to be included in such Registration Statement by all Piggyback Holders and Other Holders who have requested that their Registrable Securities, Registrable Preferred and Other Securities be included in such Registration Statement; and (iii) thirdprovided, to any others requesting registration however, that if such underwriter advises the Company that the inclusion of Registrable Preferred in the offering will have a significant and adverse effect on the offering, some or all of the Registrable Preferred may be excluded even if none of the other securities are. Notwithstanding the foregoing, in no event shall the amount of securities of the CompanyPiggyback Holders included in the Proposed Registration be reduced below 20% of the total amount of securities included in the offering, unless such offering is the IPO, in which case the Piggyback Holders may be excluded below this amount if the underwriters make the determination described above and no other stockholders securities are included in such offering. If as a result of the provisions of this Section 2.2(d1.3(c), any Piggyback Holder shall not be entitled to include more than fifty percent (50%) 20% of its Registrable Securities or Registrable Preferred in a registration that such Piggyback Holder has requested to be so included, such Piggyback Holder may withdraw such Piggyback Holder’s request to include Registrable Securities or Registrable Preferred in such Registration Statement.

Priority for Piggyback Registration. 6.4.4.1 Notwithstanding any other provision of this AgreementSection 6.4, if the managing underwriter of an underwritten public offering determines and advises the Company and the Holders Investors in writing that the inclusion of all Registrable Securities Conversion Shares proposed to be included by the Holders of Registrable Securities Investors in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securitiessecurities in the Proposed Registration, then the Holders of Registrable Securities Investors shall not be permitted to include, in the aggregate, include any Registrable Securities Conversion Shares in excess of the amount, if any, of Registrable Securities Conversion Shares which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company (the “Maximum Offering Amount”)Company. The Company will be obligated to include in such Registration Statement Proposed Registration, as to each Investor, only a portion of the Registrable Securities Conversion Shares such Holder Investor has requested be registered equal to the ratio which such HolderInvestor’s requested Registrable Securities Conversion Shares bears to the total number of Registrable Securities Conversion Shares requested to be included in such Proposed Registration Statement by all Holders Investors who have requested that their Registrable Securities Conversion Shares be included in such Registration Statement. It is acknowledged by , and no party, other than the parties hereto that pursuant Company and the Investors, shall be permitted to include their Conversion Shares in any such Proposed Registration unless such shares are also limited on a pro rata basis equal to the foregoing provision, ratio which such party’s requested Conversion Shares bear to the total number of Conversion Shares requested to be included in such Proposed Registration by all Investors who have requested that their Conversion Shares be included in such Proposed Registration. The securities to be included in a registration Proposed Registration initiated by the Company shall be allocated: (i) : first, to the Company; (ii) ; second, pari passu to the Holders; and (iii) Investors, and third, to any others requesting registration of securities of the Company. 6.4.4.2 Notwithstanding any portion of the foregoing to the contrary, in no event shall the shares to be sold by the Investors be reduced below twenty percent (20%) of the total amount of securities included in the Proposed Registration. No stockholder of the Company shall be granted piggyback registration rights which would reduce the number of shares to be included by the Investors in such registration without the consent of the Investors of at least a majority of the Conversion Shares. 6.4.4.3 If as a result of the provisions of this Section 2.2(d)6.4, any Holder Investor shall not be entitled to include more than fifty percent (50%) % of its Registrable Securities Conversion Shares in a registration that such Holder Investor has requested to be so included, such Holder Investor may withdraw such HolderInvestor’s request to include Registrable Securities Conversion Shares in such Registration StatementProposed Registration.

Priority for Piggyback Registration. Notwithstanding any other provision of this Agreement, if If the managing underwriter ----------------------------------- of an underwritten public offering determines and advises the Company and the Holders Iconquest in writing that the inclusion of all Registrable Securities proposed to be included by the Holders of Registrable Securities in the underwritten public offering would materially and adversely interfere with impact the successful marketing offering of the Company’s Iconquest's securities, then the Holders of Registrable Securities shall not be permitted to include, in the aggregate, include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company (the “Maximum Offering Amount”). The Company will be obligated to include in such Registration Statement only a portion of the Registrable Securities such Holder has requested be registered equal to the ratio which such Holder’s requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Holders who have requested that their Registrable Securities be included in such Registration StatementIconquest. It is acknowledged by the parties hereto that pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company Iconquest shall be allocated: (i) first, to the CompanyIconquest; (ii) second, pari passu to the Holders; andHolders of Registrable Securities and to Xxxx X. Xxxxx, pari passu, on a pro rata basis based on the number of Registrable Securities requested to be included in the registration; (iii) third, to any holders of registration rights granted other than pursuant to this Agreement other than Xxxx X. Xxxxx; and (iv) fourth, to all others requesting registration of securities of the Companyto be included therein. If If, as a result of the provisions provision of this Section 2.2(d)Article I, any a Holder shall not be entitled to include more than fifty percent (50%) all of its Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s 's request to include Registrable Securities in such Registration Statementregistration statement.

Priority for Piggyback Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter of an underwritten public offering determines and advises the Company and the Holders Holder in writing that the inclusion of all Registrable Securities proposed to be included by the Holders of Registrable Securities Holder in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities, then the Holders of Registrable Securities Holder shall not be permitted to include, in the aggregate, include any Registrable Securities in excess of the amount, if any, of Registrable Securities which that the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company (and/or the “Maximum Offering Amount”)Other Stockholders. The Company will be obligated to include in such Registration Statement Statement, as to the Holder, only a portion of the Registrable Securities such the Holder has requested be registered equal to the ratio which such Holder’s requested Registrable Securities bears to the total number shares of Registrable Securities Common Stock requested to be included in such Registration Statement by all Holders Persons other than the Company and the Other Stockholders who have requested that their Registrable Securities shares of Common Stock be included in such Registration Statement. It is acknowledged by the parties hereto The Holder acknowledges that pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company shall be allocated: (i) first, to the Company;Company and/or the Other Stockholders; and (ii) second, pari passu to among the Holders; and (iii) third, to any others requesting registration Holder and all other holders of securities of the CompanyCompany with piggyback registration rights. If as a result of the provisions of this Section 2.2(d1.3(d), any the Holder shall not be entitled to include more than fifty percent (50%) all of its Registrable Securities in a registration that such Holder it has requested to be so included, such the Holder may withdraw such Holder’s its request to include Registrable Securities in such Registration Statement.

Priority for Piggyback Registration. Notwithstanding any other provision of this AgreementARTICLE II, if the managing underwriter of an underwritten public offering determines and advises the Company and the Participating Holders in writing that the inclusion of all Registrable Securities proposed to be included by the Participating Holders of Registrable Securities in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities, then the Participating Holders of Registrable Securities shall not be permitted to include, in the aggregate, include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company (account of the “Maximum Offering Amount”)Company. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities are excluded other than those stockholder’s making the demand, if any. The Company will be obligated to include in such Registration Statement Statement, as to each Participating Holder, only a that portion of the Registrable Securities such Participating Holder has requested be registered equal to the product of (i) the total number of Registrable Securities which the managing underwriter agrees to include in the public offering and (ii) the ratio which such Participating Holder’s requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Participating Holders who have requested that their Registrable Securities be included in such Registration Statement. It is acknowledged by the parties hereto that pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company shall be allocatedallocated as set forth below (with cutbacks, if any, being made in reverse order) : (i) first, to the Company; (ii) second, pari passu to the Holders; andParticipating Holders who are Purchasers; (iii) third, pari passu to the Participating Holders other than the Purchasers; and (iv) fourth, to any others requesting registration of securities of the Company. Notwithstanding the foregoing, in no event shall the amount of securities of the Participating Holders included in the offering be reduced below 50% of the total amount of securities included in the offering, unless such offering is the IPO, in which case the Participating Holders may be excluded below this amount if the underwriters make the determination described above and no other stockholders securities are included in such offering. If as a result of the provisions of this Section 2.2(d2.3(c), any Holder shall not be entitled to include more than fifty percent (50%) % of its Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such Registration Statement.

Priority for Piggyback Registration. Notwithstanding any other provision of this AgreementSection 1, if the managing underwriter of an underwritten public offering determines and advises the Company and the Holders in writing that the inclusion of all Registrable Securities proposed to be included by the Holders of Registrable Securities Participating Shareholders in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s 's securities, then the Holders of Registrable Securities shall Participating Shareholders may not be permitted to include, in the aggregate, include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company (the “Maximum Offering Amount”)Company. The Company will be obligated to must include in such Registration Statement Statement, as to each Participating Shareholder, only a portion of the Registrable Securities such Holder Participating Shareholder has requested be registered equal to the ratio which such Holder’s Participating Shareholder's requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Holders Participating Shareholders who have requested that their Registrable Securities be included in such Registration Statement. It is acknowledged by the parties hereto that pursuant Pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company shall be allocated: (i) first, to the Company; (ii) second, pari passu to the Holders; and (iii) third, to any others requesting registration of securities of the Company pursuant to demand registration rights; (iii) third to persons or entities exercising registration rights under the Shareholders Rights Agreement of the Company, dated February 28, 2006, as amended from time to time; and (iv) fourth, to the Participating Shareholders and others having the right to include securities in such Registration Statement. If as a result of the provisions of this Section 2.2(d1(c), any Holder shall Participating Shareholder may not be entitled to include more than fifty percent (50%) all of its Registrable Securities in a registration that such Holder Shareholder has requested to be so included, such Holder Participating Shareholder may withdraw such Holder’s Participating Shareholder's request to include Registrable Securities in such Registration Statement.

Priority for Piggyback Registration. Notwithstanding any other provision of this AgreementArticle 3, if the managing underwriter of an underwritten public offering determines and in a Company Registration advises the Company and the Holders in writing that that, in the inclusion opinion of all Registrable Securities proposed such managing underwriter, the number of securities of the Company requested to be included by in such underwriting is likely to have an adverse effect on the Holders price, timing or distribution of Registrable Securities securities offered in such offering, the underwritten public offering would materially managing underwriter may limit the securities to be included in such Company Registration and adversely interfere with underwriting to the successful marketing number of the Company’s securities, then the Holders of Registrable Securities shall not be permitted to includesecurities that, in the aggregateopinion of the managing underwriter, any can be sold without having such adverse effect. In the event the managing underwriter so advises the Company, the Company shall so advise the Holders proposing to sell Registrable Securities in excess of the amount(and any other Person distributing securities through such underwriting, if any), of Registrable Securities which the managing underwriter of and such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount maximum number of securities to be registered for included in such registration shall be allocated in the following priority: (i) first, the securities proposed by the Company to be sold for its own account; (the “Maximum Offering Amount”). The Company will be obligated to include in such Registration Statement only a portion of the Registrable Securities such Holder has requested be registered equal to the ratio which such Holder’s requested Registrable Securities bears to the total number of ii) second, any Registrable Securities requested to be included in such Company Registration Statement by all the Holders who have and any securities requested to be included therein by such other Persons having piggyback registration rights that their are on par with the piggyback registration rights granted to the Holders, as nearly as practicable, pro rata to the amounts of Registrable Securities be included in requested by each Holder and securities requested by each such Registration Statement. It is acknowledged by the parties hereto that pursuant to the foregoing provision, the securities other Person to be included in a registration initiated by the Company shall be allocated: (i) first, to Registration at the Company; (ii) second, pari passu to time of filing of the HoldersRegistration Statement; and (iii) third, any securities requested to any others requesting be included in such Company Registration by other Persons having piggyback registration rights that are junior to the piggyback registration right granted to the Holders, as nearly as practicable, pro rata to the amounts of securities requested by each such other Person to be included in the Company Registration at the time of filing the Company. If Registration Statement; provided, however, that notwithstanding anything to the contrary in this Section -------- ------- 3.4, in the circumstance that, as a result of the provisions of this Section 2.2(d)3.4, any a Holder shall not be entitled to include more than fifty percent (50%) all of its the Registrable Securities in a registration Company Registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s 's request to include Registrable Securities in such Registration StatementStatement at the time such Holder is delivered notice of such circumstance.

Priority for Piggyback Registration. Notwithstanding any other provision of this Agreement, if If the managing underwriter of an underwritten public offering Public Offering determines and advises the Company and the Holders in writing that the inclusion of all Registrable Securities proposed to be included by the Holders of Registrable Securities in the underwritten public offering would materially and adversely interfere with impact the successful marketing offering of the Company’s Horizon's securities, then the Holders of Registrable Securities shall not be permitted to include, in the aggregate, include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company (the “Maximum Offering Amount”). The Company will be obligated to include in such Registration Statement only a portion of the Registrable Securities such Holder has requested be registered equal to the ratio which such Holder’s requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Holders who have requested that their Registrable Securities be included in such Registration StatementHorizon. It is acknowledged by the parties hereto that pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company Horizon shall be allocated: (i) first, to the CompanyHorizon; (ii) second, pari passu to the Holders; andHolders of Registrable Securities and holders of registration rights to be granted by Horizon to Sprint Spectrum L.P., pursuant to Addendum III to the Sprint PCS Management Agreement dated May 19, 2000, between the Company and Sprint Spectrum L.P. (the "SPRINT AGREEMENT"), pari passu, on a pro rata basis on the number of Registrable Securities requested to be included in the registration; (iii) third, to any holders of registration rights granted other than pursuant to this Agreement and Sprint Agreement; and (iv) fourth, to all others requesting registration of securities of the Companyto be included therein. If as a result of the provisions provision of this Section 2.2(d)Article II, any a Holder shall not be entitled to include more than fifty percent (50%) all of its Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s 's request to include Registrable Securities in such Registration Statementregistration statement.

Priority for Piggyback Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter of an underwritten public offering determines and advises the Company and the Holders in writing that the inclusion of all Registrable Securities proposed to be included by the Holders of Registrable Securities in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities, then the Holders of Registrable Securities shall not be permitted to include, in the aggregate, include any Registrable Securities in excess of the amount, if any, of Registrable Securities which that the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company (the “Maximum Offering Amount”)Company. The Company will be obligated to include in such Registration Statement Statement, as to each Holder, only a portion of the Registrable Securities such Holder has requested be registered equal to the ratio which such Holder’s requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Holders who have requested that their Registrable Securities be included in such Registration Statement. It is acknowledged by the parties hereto that that, pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company shall be allocated: (i) first, to the Company;; and (ii) second, pari passu to among the Holders; and (iii) third, to any others requesting registration Holders and all other holders of securities of the CompanyCompany with piggyback registration rights. Investor’s Rights Agreement (ITEK) v4 If as a result of the provisions of this Section 2.2(d1.3(d), any Holder shall not be entitled to include more than fifty percent (50%) all of its Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such Registration Statement.

Priority for Piggyback Registration. Notwithstanding any other provision of this AgreementArticle 1, if the managing underwriter of an underwritten public offering determines and advises the Company and the Holders in writing that the inclusion of all Registrable Securities proposed to be included by the Holders of Registrable Securities in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s 's securities, then the Holders of Registrable Securities shall not be permitted to include, in the aggregate, include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company (the “Maximum Offering Amount”)Company. The Company will be obligated to include in such Registration Statement Statement, as to each Holder, only a portion of the Registrable Securities such Holder has requested be registered equal to the ratio which such Holder’s 's requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Holders who have requested that their Registrable Securities be included in such Registration Statement. It is acknowledged by the parties hereto that pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company shall be allocated: (i) first, pari passu to the stockholders implementing the Proposed Registration, if any; (ii) second, to the Company; (iiiii) secondthird, pari passu to the Holders; and (iiiiv) thirdfourth, to any others requesting registration of securities of the Company. If as a result of the provisions of this Section 2.2(d1.3(d), any Holder shall not be entitled to include more than fifty percent (50%) % of its Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s 's request to include Registrable Securities in such Registration Statement.

Priority for Piggyback Registration. Notwithstanding If any other provision of this Agreement, if Proposed Registration involves an underwritten offering and the managing underwriter of an underwritten public such offering determines and advises the Company and the Holders that, in writing its good faith view, that the inclusion number of all Registrable Securities proposed securities requested to be included by in such offering exceeds the Holders of Registrable Securities in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securitiesMaximum Offering Amount, then the Company shall include in such registration the number of securities which can be so sold in the following order of priority (subject to any rights set forth in the Existing Stockholders’ Agreement): (i) first, all securities that the Company proposes to register for its own account (the “Company Securities”) and any rights set forth in the Existing Stockholders’ Agreement); (ii) second, to the extend all securities referenced in subsection (i) above are collectively less than the Maximum Offering Amount, the remaining securities to be included in such registration will be allocated on a pro rata basis among all Piggyback Holders of requesting that Registrable Securities shall not be permitted to include, included in the aggregatesuch Registration; and (iii) third, any Registrable Securities remaining securities allocated on a pro rata basis among all Other Stockholders (not referenced in excess Subsection (i) above) requesting Common Stock be included in such Registration. For purposes of this Section 1.3(c), (i) the amount, if any, pro rata portion of each Piggyback Holder shall be the product of (A) the total number of Registrable Securities which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing agrees to include in such the public offering in addition to the amount of securities to be registered for the Company and (the “Maximum Offering Amount”). The Company will be obligated to include in such Registration Statement only a portion of the Registrable Securities such Holder has requested be registered equal to B) the ratio which such Piggyback Holder’s requested total Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Holders who have requested that their Registrable Securities be included in such Registration Statement. It is acknowledged by the parties hereto that pursuant to the foregoing provisionthen outstanding, the securities to be included in a registration initiated by the Company shall be allocated: (i) first, to the Company; and (ii) second, pari passu the pro rata portion of each Other Stockholder shall be the product of (X) the total number of Common Stock which the managing underwriter agrees to include in the public offering and (Y) the ratio which such Other Stockholder’s total Common Stock bears to the Holders; and (iii) third, to any others requesting registration total number of securities of the Company. If as a result of the provisions of this Section 2.2(d), any Holder shall not be entitled to include more than fifty percent (50%) of its Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such Registration StatementCommon Stock then outstanding.

Priority for Piggyback Registration. Notwithstanding any other provision of this AgreementARTICLE I, if the managing underwriter of an underwritten public offering determines and advises the Company and the Participating Holders in writing that the inclusion of all Registrable Securities proposed to be included by the Participating Holders of Registrable Securities in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities, then the Participating Holders of Registrable Securities shall not be permitted to include, in the aggregate, include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company (account of the “Maximum Offering Amount”)Company. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities are excluded. The Company will be obligated to include in such Registration Statement Statement, as to each Participating Holder, only a that portion of the Registrable Securities such Participating Holder has requested be registered equal to the product of (i) the total number of Registrable Securities which the managing underwriter agrees to include in the public offering and (ii) the ratio which such Participating Holder’s requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Participating Holders who have requested that their Registrable Securities be included in such Registration Statement. It is acknowledged by the parties hereto that pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company shall be allocated: (i) first, to the Company; (ii) second, pari passu ratably to the Participating Holders; and (iii) third, to any others requesting registration of securities of the Company. Notwithstanding the foregoing, in no event shall the amount of securities of the Participating Holders included in the offering be reduced below 25% of the total amount of securities included in the offering, in which case the Participating Holders may be excluded below this amount if the underwriters make the determination described above and no other stockholders securities are included in such offering. If as a result of the provisions of this Section 2.2(d1.2(c), any Holder shall not be entitled to include more than fifty percent (50%) % of its Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such Registration Statement.

Priority for Piggyback Registration. Notwithstanding any other provision of this Agreement, if If the managing underwriter of an underwritten public offering Proposed Registration determines and advises the Company and the Holders in writing that the inclusion of all Registrable Securities proposed to be included by the Holders of Registrable Securities in the underwritten public offering would materially and adversely interfere with impact the successful marketing offering of the Company’s Horizon's securities, then the Holders of Registrable Securities shall not be permitted to include, in the aggregate, include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company (the “Maximum Offering Amount”). The Company will be obligated to include in such Registration Statement only a portion of the Registrable Securities such Holder has requested be registered equal to the ratio which such Holder’s requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Holders who have requested that their Registrable Securities be included in such Registration StatementHorizon. It is acknowledged by the parties hereto that pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company Horizon shall be allocated: (i) first, to the CompanyHorizon; (ii) second, pari passu to the Holders; andHolders of Registrable Securities, pari passu, on a pro rata basis on the number of Registrable Securities requested to be included in the registration; (iii) third, to any holders of registration rights granted other than pursuant to this Agreement; and (iv) fourth, to all others requesting registration of securities of the Companyto be included therein. If as a result of the provisions provision of this Section 2.2(d)Article II, any a Holder shall not be entitled to include more than fifty percent (50%) all of its Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s 's request to include Registrable Securities in such Registration Statementregistration statement.

Priority for Piggyback Registration. Notwithstanding any other provision of this AgreementArticle II, if the managing underwriter of an underwritten public offering determines and advises the Company and the Participating Holders in writing that the inclusion of all Registrable Securities proposed to be included by the Participating Holders of Registrable Securities in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s 's securities, then the Participating Holders of Registrable Securities shall may not be permitted to include, in the aggregate, include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company (the “Maximum Offering Amount”)Company. The Company will be obligated to must include in such Registration Statement Statement, as to each Participating Holder, only a portion of the Registrable Securities such Participating Holder has requested be registered equal to the ratio which such Participating Holder’s 's requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Participating Holders who have requested that their Registrable Securities be included in such Registration Statement. It is acknowledged by the parties hereto that pursuant Pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company shall be allocated: (i) first, to the Company; (ii) second, pari passu to the Holders; and (iii) thirdif granted in accordance with Section 2.08, to any others requesting registration of securities of the Company pursuant to demand registration rights (provided that each such Person agrees to be bound by the provisions of Section 2.09 to the same extent as the Holders with respect to such securities or any other securities convertible into or exchangeable for such securities); (iii) third, to the Participating Holders; provided, however, that no Registrable Securities requested to be included in the registration by a Holder or its assignees shall be excluded from the registration until all shares proposed to be registered by the Company's founders, officers, directors or employees are excluded from the registration; and (iv) fourth, to any others requesting registration of securities of the Company (provided that each such Person agrees to be bound by the provisions of Section 2.09 to the same extent as the Holders with respect to such securities or any other securities convertible into or exchangeable for such securities). If as a result of the provisions of this Section 2.2(d2.02(d), any Participating Holder shall may not be entitled to include more than fifty percent (50%) all of its Registrable Securities in a registration that such Holder has requested to be so included, such Participating Holder may withdraw such Participating Holder’s 's request to include Registrable Securities in such Registration Statement.

Priority for Piggyback Registration. Notwithstanding any other provision of this AgreementSection 8, if the managing underwriter of an underwritten public offering determines and advises the Company and the Holders in writing that the inclusion of all Registrable Securities proposed to be included by the Holders of Registrable Securities Participating Shareholders in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s 's securities, then the Holders of Registrable Securities shall Participating Shareholders may not be permitted to include, in the aggregate, include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company (the “Maximum Offering Amount”)Company. The Company will be obligated to must include in such Registration Statement Statement, as to each Participating Shareholder, only a portion of the Registrable Securities such Holder Participating Shareholder has requested be registered equal to the ratio which such Holder’s Participating Shareholder's requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Holders Participating Shareholders who have requested that their Registrable Securities be included in such Registration Statement. It is acknowledged by the parties hereto that pursuant Pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company shall be allocated: (i) first, to the Company; (ii) second, pari passu to the Holders; and (iii) third, to any others requesting registration of securities of the Company pursuant to demand registration rights; (iii) third to persons or entities exercising registration rights under the Shareholders Rights Agreement of the Company, dated the date hereof, as amended from time to time; and (iv) fourth, to the Participating Shareholders and others having the right to include securities in such Registration Statement. If as a result of the provisions of this Section 2.2(d8(c), any Holder shall Participating Shareholder may not be entitled to include more than fifty percent (50%) all of its Registrable Securities in a registration that such Holder Shareholder has requested to be so included, such Holder Participating Shareholder may withdraw such Holder’s Participating Shareholder's request to include Registrable Securities in such Registration Statement.

Priority for Piggyback Registration. Notwithstanding any other provision of this AgreementSection 3, if the managing underwriter of an underwritten public offering determines and advises the Company and the Holders in writing that the inclusion of all Registrable Securities Warrant Shares proposed to be included by the Holders of Registrable Securities Warrant Shares in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s 's securities, then the Holders of Registrable Securities Warrant Shares shall not be permitted to include, in the aggregate, include any Registrable Securities Warrant Shares in excess of the amount, if any, of Registrable Securities which Warrant Shares that the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company (Company. Subject to the “Maximum Offering Amount”). The immediately preceding sentence, the Company will be obligated to include in such Registration Statement Statement, as to each Participating Holder, only a portion of the Registrable Securities Warrant Shares such Participating Holder has requested be registered equal to the ratio which that such Participating Holder’s 's requested Registrable Securities Warrant Shares bears to the total number of Registrable Securities Warrant Shares requested to be included in such Registration Statement by all Participating Holders who have requested that their Registrable Securities Warrant Shares be included in such Registration Statement. It is acknowledged by the parties hereto that pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company shall be allocated: : (i) first, to the Company; ; (ii) second, pari passu to the Participating Holders; and and (iii) third, to any others requesting registration of securities of the Company. If as a result of the provisions of this Section 2.2(d), any Holder shall not be entitled to include more than fifty percent (50%) of its Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such Registration Statement.

Priority for Piggyback Registration. 6.4.4.1 Notwithstanding any other provision of this AgreementSection 6.4, if the managing underwriter of an underwritten public offering determines and advises the Company and the Holders A Investors in writing that the inclusion of all Registrable Securities Conversion Shares proposed to be included by the Holders of Registrable Securities A Investors in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securitiessecurities in the Proposed Registration, then the Holders of Registrable Securities A Investors shall not be permitted to include, in the aggregate, include any Registrable Securities Conversion Shares in excess of the amount, if any, of Registrable Securities Conversion Shares which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company (the “Maximum Offering Amount”)Company. The Company will be obligated to include in such Registration Statement Proposed Registration, as to each A Investor, only a portion of the Registrable Securities Conversion Shares such Holder A Investor has requested be registered equal to the ratio which such HolderA Investor’s requested Registrable Securities Conversion Shares bears to the total number of Registrable Securities Conversion Shares requested to be included in such Proposed Registration Statement by all Holders A Investors who have requested that their Registrable Securities Conversion Shares be included in such Registration Statement. It is acknowledged by , and no party, other than the parties hereto that pursuant Company and the A Investors, shall be permitted to include their Conversion Shares in any such Proposed Registration unless such shares are also limited on a pro rata basis equal to the foregoing provision, ratio which such party’s requested Conversion Shares bear to the total number of Conversion Shares requested to be included in such Proposed Registration by all A Investors who have requested that their Conversion Shares be included in such Proposed Registration. The securities to be included in a registration Proposed Registration initiated by the Company shall be allocated: (i) : first, to the Company; (ii) ; second, pari passu to the Holders; and (iii) A Investors, and third, to any others requesting registration of securities of the Company. 6.4.4.2 Notwithstanding any portion of the foregoing to the contrary, in no event shall the shares to be sold by the A Investors be reduced below twenty percent (20%) of the total amount of securities included in the Proposed Registration. No stockholder of the Company shall be granted piggyback registration rights which would reduce the number of shares to be included by the A Investors in such registration without the consent of the A Investors of at least a majority of the Conversion Shares. 6.4.4.3 If as a result of the provisions of this Section 2.2(d)6.4, any Holder A Investor shall not be entitled to include more than fifty percent (50%) % of its Registrable Securities Conversion Shares in a registration that such Holder A Investor has requested to be so included, such Holder A Investor may withdraw such HolderA Investor’s request to include Registrable Securities Conversion Shares in such Registration StatementProposed Registration.

Priority for Piggyback Registration. Notwithstanding any other provision of this AgreementSECTION 8, if the managing underwriter of an underwritten public offering determines and advises the Company and the Holders in writing that the inclusion of all Registrable Securities proposed to be included by the Holders of Registrable Securities Participating Shareholders in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s 's securities, then the Holders of Registrable Securities shall Participating Shareholders may not be permitted to include, in the aggregate, include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company (the “Maximum Offering Amount”)Company. The Company will be obligated to must include in such Registration Statement Statement, as to each Participating Shareholder, only a portion of the Registrable Securities such Holder Participating Shareholder has requested be registered equal to the ratio which such Holder’s Participating Shareholder's requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Holders Participating Shareholders who have requested that their Registrable Securities be included in such Registration Statement. It is acknowledged by the parties hereto that pursuant Pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company shall be allocated: (i) first, to the Company; (ii) second, pari passu to the Holders; and (iii) third, to any others requesting registration of securities of the Company pursuant to demand registration rights; (iii) third to persons or entities exercising registration rights under the Shareholders Rights Agreement of the Company, dated the date hereof, as amended from time to time; and (iv) fourth, to the Participating Shareholders and others having the right to include securities in such Registration Statement. If as a result of the provisions of this Section 2.2(dSECTION 8(C), any Holder shall Participating Shareholder may not be entitled to include more than fifty percent (50%) all of its Registrable Securities in a registration that such Holder Shareholder has requested to be so included, such Holder Participating Shareholder may withdraw such Holder’s Participating Shareholder's request to include Registrable Securities in such Registration Statement.

Priority for Piggyback Registration. Notwithstanding any other provision of this AgreementArticle 3, if the managing underwriter of an underwritten public offering determines and in a Company Registration advises the Company and the Holders in writing that that, in the inclusion opinion of all Registrable Securities proposed such managing underwriter, the number of securities of the Company requested to be included by in such underwriting is likely to have an adverse effect on the Holders price, timing or distribution of Registrable Securities securities offered in such offering, the underwritten public offering would materially managing underwriter may limit the securities to be included in such Company Registration and adversely interfere with underwriting to the successful marketing number of the Company’s securities, then the Holders of Registrable Securities shall not be permitted to includesecurities that, in the aggregateopinion of the managing underwriter, any can be sold without having such adverse effect. In the event the managing underwriter so advises the Company, the Company shall so advise the Holders proposing to sell Registrable Securities in excess of the amount(and any other Person distributing securities through such underwriting, if any), of Registrable Securities which the managing underwriter of and such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount maximum number of securities to be registered for included in such registration shall be allocated in the following priority: (i) first, the securities proposed by the Company to be sold for its own account; (the “Maximum Offering Amount”). The Company will be obligated to include in such Registration Statement only a portion of the Registrable Securities such Holder has requested be registered equal to the ratio which such Holder’s requested Registrable Securities bears to the total number of ii) second, any Registrable Securities requested to be included in such Company Registration Statement by all the Holders who have and any securities requested to be included therein by such other Persons having piggyback registration rights that their are on par with the piggyback registration rights granted to the Holders, as nearly as practicable, pro rata to the amounts of Registrable Securities be included in requested by each Holder and securities requested by each such Registration Statement. It is acknowledged by the parties hereto that pursuant to the foregoing provision, the securities other Person to be included in a registration initiated by the Company shall be allocated: (i) first, to Registration at the Company; (ii) second, pari passu to time of filing of the HoldersRegistration Statement; and (iii) third, to any others requesting registration of securities of the Company. If as a result of the provisions of this Section 2.2(d), any Holder shall not be entitled to include more than fifty percent (50%) of its Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities included in such Company Registration by other Persons having piggyback registration rights that are junior to the piggyback registration right granted to the Holders, as nearly as practicable, pro rata to the amounts of securities requested by each such other Person to be included in the Company Registration at the time of filing the Registration Statement.;