Common use of Priority for Demand Registration Clause in Contracts

Priority for Demand Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter of an underwritten public offering determines and advises the Participating Holders and the Company in writing that the inclusion of all securities proposed to be included by the Company and any other Holders in the underwritten public offering would materially and adversely interfere with the successful marketing of the Requesting Holders’ Registrable Securities, then the Company and other Holders shall not be permitted to include any securities in excess of the amount, if any, of securities 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 Registrable Securities to be registered for the Requesting Holders. The Company will be obligated to include in such Registration 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 requested by the Requesting Holders pursuant to Section 1.2 shall be allocated:

Priority for Demand Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter of an underwritten public offering determines and advises the Participating Holders and the Company in writing that the inclusion of all securities proposed to be included by the Company and any other Holders in the underwritten public offering would materially and adversely interfere with the successful marketing of the Requesting Holders’ Registrable Securities, then the Company and other Holders shall not be permitted to include any securities in excess of the amount, if any, of securities that 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 Registrable Securities to be registered for the Requesting Holders. The Company will be obligated to include in such Registration 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 requested by the Requesting Holders pursuant to this Section 1.2 2.1 shall be allocated:: (i) first, to the Participating Holders, and (ii) second, to the Company and any other holders of equity interests of the Company requesting registration of securities of the Company.

Priority for Demand Registration. Notwithstanding any other provision of this AgreementSection 2, if the managing underwriter of an underwritten public offering determines and advises the Participating Holders and the Company in writing that the inclusion of all securities proposed to be included by the Company and any other Holders holders in the underwritten public offering would materially and adversely interfere with the successful marketing of the Requesting Participating Holders’ Registrable Securities, then the Company Company, the other holders and other the Participating Holders shall not be permitted to include any securities in excess of the amount, if any, of securities that which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering offering. The securities to be included in addition a registration requested by the Requesting Holders pursuant to Section 2 shall be allocated: first, to the Participating Holders, second, to the Company and third, to any other stockholders of the Company requesting registration of securities of the Company. To the extent that the amount of Registrable Securities to be registered for the Requesting Holders. The Participating Holders is so required to be reduced pursuant to this Section 2.4, the Company will be obligated to include in such Registration Statement, as to each Participating 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 Participating Holders who have requested that their Registrable Securities be included in such Registration Statement. It is acknowledged by No stockholder or prospective stockholder of the parties hereto that Company shall be granted demand registration rights without the consent of the Holders of at least a majority of the Registrable Securities, except pursuant to the foregoing provision, the securities to be included in a registration requested by the Requesting Holders pursuant to Section 1.2 shall be allocated:this Agreement.

Priority for Demand Registration. Notwithstanding any other provision of this AgreementArticle II, if the managing underwriter of an underwritten public offering determines and advises the Participating Holders and the Company in writing that the inclusion of all securities proposed to be included by the Company and any other the Participating Holders in the underwritten public offering would materially and adversely interfere with the successful marketing of the Requesting Participating Holders’ Registrable Securities, then the Company and other Holders shall not be permitted to include any securities in excess of the amount, if any, of securities that 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 Registrable Securities to be registered for the Requesting Holders. The If the total number of securities that all Participating Holders requested be included in the registration exceeds the Maximum Number of Registrable Securities, the Company will be obligated to include in such Registration 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 Holder’s requested product of (i) Maximum Number of Registrable Securities bears to and (ii) a fraction, the numerator of which is the number of Registrable Securities such Participating Holder has requested be included in such registration and the denominator of which is the total number of Registrable Securities all Participating Holders requested to be included in such Registration Statement by all Holders who have requested that their Registrable Securities be included in such Registration Statementregistration. It is acknowledged by the parties hereto that pursuant to the foregoing provision, the securities to be included in a registration requested by the Requesting Holders pursuant to Section 1.2 2.1 shall be allocated:

Priority for Demand Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter of an underwritten public offering determines and advises the Participating Holders and the Company in writing that the inclusion of all securities proposed to be included by the Company and any other Holders in the underwritten public offering would materially and adversely interfere with the successful marketing of the Requesting Holders’ ' Registrable Securities, then the Company and other Holders shall not be permitted to include any securities in excess of the amount, if any, of securities that 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 Registrable Securities to be registered for the Requesting Holders. The Company will be obligated to include in such Registration 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 requested by the Requesting Holders pursuant to this Section 1.2 2.1 shall be allocated:: (i) first, to the Participating Holders, and (ii) second, to the Company and any other holders of equity interests of the Company requesting registration of securities of the Company.

Priority for Demand Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter of an underwritten public offering determines and advises the Participating Holders and the Company in writing that the inclusion of all securities proposed to be included by the Company and any other Holders in the underwritten public offering would materially and adversely interfere with the successful marketing of the Requesting Holders’ Registrable Securities, then the Company and other Holders shall not be permitted to include any securities in excess of the amount, if any, of securities that 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 Registrable Securities to be registered for the Requesting Holders. The Company will be obligated to include in such Registration 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 requested by the Requesting Holders pursuant to Section 1.2 shall be allocated:

Priority for Demand Registration. Notwithstanding any other provision of this AgreementArticle 2, if the managing underwriter of an underwritten public offering determines and advises the Participating Holders and the Company in writing that the inclusion of all securities proposed to be included by the Company and any other Holders in the underwritten public offering would materially and adversely interfere with the successful marketing of the Requesting Holders’ Registrable Securities, then the Company and other Holders shall not be permitted to include any securities in excess of the amount, if any, of securities that 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 Registrable Securities to be registered for the Requesting Holders. The Company will be obligated to include in such Registration 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 requested by the Requesting Holders pursuant to Section 1.2 2.2 shall be allocated:

Priority for Demand Registration. Notwithstanding any other provision of this AgreementSection 2.1, if the managing underwriter of an underwritten public offering determines and advises the Participating Holders and the Company in writing that the inclusion of all securities proposed to be included by the Company and any other Holders holders of securities to be registered in the underwritten public offering would materially and adversely interfere with the successful marketing of the Requesting Participating Holders’ Registrable Securities, then the Company and other Holders holders of securities to be registered shall not be permitted to include any securities in excess of the amount, if any, of securities that 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 Registrable Securities to be registered for the Requesting Participating Holders. Notwithstanding the foregoing, nothing in this Section 2.1(d) shall prevent, modify or limit any priority of registration rights of other holders of securities proposed to be registered, if any, pursuant to the Shareholders Agreement. The Company will be obligated to include in such Registration 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 requested by the Requesting Holders pursuant to Section 1.2 2.1 shall be allocated:

Priority for Demand Registration. Notwithstanding any other provision of this AgreementSection 2.01, if the managing underwriter of an underwritten public offering determines and advises the Participating Holders and the Company in writing that the inclusion of all securities proposed to be included by the Company and any other Holders holders of securities to be registered in the underwritten public offering would materially and adversely interfere with the successful marketing of the Requesting Participating Holders’ ' Registrable Securities, then the Company and other Holders holders of securities to be registered shall not be permitted to include any securities in excess of the amount, if any, of securities that 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 Registrable Securities to be registered for the Requesting Participating Holders. The Company will be obligated to include in such Registration 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 requested by the Requesting Holders pursuant to Section 1.2 2.01 shall be allocated:

Priority for Demand Registration. Notwithstanding any other provision of this AgreementSection 2, if the managing underwriter of an underwritten public offering determines and advises the Participating Holders and the Company in writing that the inclusion of all securities proposed to be included by the Company and any other Holders in the underwritten public offering would materially and adversely interfere with the successful marketing of the Requesting Holders’ Registrable Securities, then the Company and other Holders shall not be permitted to include any securities in excess of the amount, if any, of securities 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 Registrable Securities to be registered for the Requesting Holders. The Company will be obligated to include in such Registration 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 that 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 Holders who have requested that their Registrable Securities be included in such Registration StatementParticipating Holders. It is acknowledged by the parties hereto that pursuant to the foregoing provision, the securities to be included in a registration requested by the Requesting Holders pursuant to Section 1.2 2 shall be allocated:

Priority for Demand Registration. Notwithstanding any other provision of this AgreementArticle 1, if the managing underwriter of an underwritten public offering determines and advises the Participating Holders and the Company in writing that the inclusion of all securities proposed to be included by the Company and any other Holders in the underwritten public offering would materially and adversely interfere with the successful marketing of the Requesting Holders’ Holder's Registrable Securities, then the Company and other Holders shall not be permitted to include any securities in excess of the amount, if any, of securities that 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 Registrable Securities to be registered for the Requesting HoldersHolder. The Company will be obligated to include in such Registration 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 requested by the Requesting Holders Holder pursuant to Section 1.2 shall be allocated:

Priority for Demand Registration. Notwithstanding any other provision of this AgreementArticle 2, if the managing underwriter of an underwritten public offering determines and advises the Participating Holders and the Company in writing that the inclusion of all securities proposed to be included by the Company and any other Holders in the underwritten public offering would materially and adversely interfere with the successful marketing of the Requesting Holders’ ' Registrable Securities, then the Company and other Holders shall not be permitted to include any securities in excess of the amount, if any, of securities 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 Registrable Securities to be registered for the Requesting Holders. The Company will be obligated to include in such Registration 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 that 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 Holders who have requested that their Registrable Securities be included in such Registration StatementParticipating Holders. It is acknowledged by the parties hereto that pursuant to the foregoing provision, the securities to be included in a registration requested by the Requesting Holders pursuant to Section 1.2 2 shall be allocated:: (i) first, to the Participating Holders; and (ii) second, to the Company. (e)

Priority for Demand Registration. Notwithstanding any other provision of this AgreementArticle 2, if the managing underwriter of an underwritten public offering determines and advises the Participating Holders and the Company in writing that the inclusion of all securities proposed to be included by the Company and any other Holders in the underwritten public offering would materially and adversely interfere with the successful marketing of the Requesting Holders’ Registrable Securities, then the Company and other Holders shall not be permitted to include any securities in excess of the amount, if any, of securities 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 Registrable Securities to be registered for the Requesting Holders. The Company will be obligated to include in such Registration 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 that 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 Holders who have requested that their Registrable Securities be included in such Registration StatementParticipating Holders. It is acknowledged by the parties hereto that pursuant to the foregoing provision, the securities to be included in a registration requested by the Requesting Holders pursuant to Section 1.2 2 shall be allocated:: (i) first, to the Participating Holders; and (ii) second, to the Company.

Priority for Demand Registration. Notwithstanding any other provision of this AgreementSection 2.1, if the managing underwriter of an underwritten public offering determines and advises the Participating Holders and the Company in writing that the inclusion of all securities proposed to be included by the Company and any other Holders holders of securities to be registered in the underwritten public offering would materially and adversely interfere with the successful marketing of the Requesting Participating Holders’ Registrable Securities, then the Company and other Holders holders of securities to be registered shall not be permitted to include any securities in excess of the amount, if any, of securities that 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 Registrable Securities to be registered for the Requesting Participating Holders. The Company will be obligated to include in such Registration 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 requested by the Requesting Holders pursuant to Section 1.2 2.1 shall be allocated:

Priority for Demand Registration. Notwithstanding any other provision of this Agreement, if If the managing underwriter of an underwritten public offering pursuant to a registration statement filed to satisfy a Demand Request determines and advises the Participating Holders and the Company in writing that the inclusion of all any securities proposed to be included by the Company Horizon and any other Holders holders of the Company's securities in the underwritten public offering would materially and adversely interfere with impact the successful marketing offering of the Requesting Holders’ ' Registrable Securities, then the Company Horizon and other Holders holders of Registrable Securities shall not be permitted to include any securities in excess of the amount, if any, of securities that 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 Registrable Securities to be registered for the Requesting HoldersHolder(s). The Company will be obligated If the managing underwriter of an underwritten public offering pursuant to include this Article I shall determine and advise in such Registration Statement, as to each Holder, only a portion writing that the inclusion 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 all Registrable Securities requested to be included in such Registration Statement underwriting would adversely impact the offering, then the number of Registrable Securities to be included in the offering by all each Holder shall be reduced on a proportionate basis, based upon the amount of Registrable Securities to be included in such offering, or upon such other basis as shall be agreed to by a majority in interest of the Holders who have requested requesting 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 requested by the Requesting Holders pursuant to Section 1.2 shall be allocated:underwriting.