Registration rights clause samples

Table of Contents • Corporate Opportunity; DGCL Section203. The Delaware General Corporate Law (“DGCL”) permits corporations to adopt provisions renouncing any interest or expectancy in certain opportunities that are presented to the corporation or its officers, directors or stockholders. Under the HNA stockholders agreement, the Company agreed to renounce any interest or expectancy, or right to be offered an opportunity to participate in, any business opportunity or corporate opportunity presented to HNA or its affiliates. We also exempted HNA from the restrictions of Section203 of the DGCL (“Section203”). Although the Company has previously opted out of Section203, our amended and restated certificate of incorporation and bylaws provide that when Blackstone ceases to own at least 5% of the Company’s outstanding common stock, the Company will automatically become subject to Section203. Registration Rights. We also entered into a registration rights agreement with HNA that became effective upon the closing of the Sale. The HNA registration rights agreement provides that, beginning two years after the closing of the Sale, HNA will have customary “demand” and “piggyback” registration rights. The registration rights agreement also will require the Company to pay certain expenses relating to such registrations and indemnify the registration rights holder against certain liabilities under the Securities Act.

Registration Rights Agreement. We are party to a registration rights agreement that provides Blackstone customary “demand” and “piggyback” registration rights. The registration rights agreement also provides that we will pay certain expenses relating to such registrations and indemnify the registration rights holders against certain liabilities that may arise under the Securities Act.

6.11 Limitation on Subsequent Registration Rights. After the date of this Agreement, Parent shall not (i)enter into any agreement with any holder or prospective holder of any securities of Parent that would grant such holder or prospective holder rights to demand the registration of any securities of Parent that are more favorable than or inconsistent with the rights granted to the Investors hereunder or (ii)enter into any agreement, take any action, or permit any change to occur, with respect to its securities that violates or subordinates the rights expressly granted to the Investors in this Agreement, unless expressly approved by the Investors in writing.

Pursuant to a registration rights agreement entered into on September 14, 2017, the holders of the Founder Shares, Placement Units (and their underlying securities), Representative Shares (as a defined below) and any Units that may be issued upon conversion of the Working Capital Loans (and their underlying securities) are entitled to registration rights. The holders of a majority of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. Notwithstanding anything to the contrary, EarlyBirdCapital and its designees may only make a demand registration (i)on one occasion and (ii) during the five year period beginning on the effective date of the registration statement. The holders of the majority of the Founders Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the shares of common stock are to be released from escrow. The holders of a majority of the Placement Units or Units issued to the Sponsor, officers, directors or their affiliates in payment of Working Capital Loans made to the Company (in each case, including the underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Notwithstanding anything to the contrary, EarlyBirdCapital and its designees may participate in a “piggy-back” registration during the seven year period beginning on the effective date of the registration statement. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

6.1 Other Registration Rights. Pubco represents and warrants that as of the date of this Agreement, no Person, other than the holders of (i) Registrable Securities and (ii) Founder Securities, has any right to require Pubco to register any of Pubco’s share capital for sale or to include Pubco’s share capital in any registration filed by Pubco for the sale of share capital for its own account or for the account of any other Person.

3. Acknowledgement of Other Registration Rights. The parties hereby acknowledge and agree that, notwithstanding Section 5.6 of the Registration Rights Agreement, in connection with the Transactions, Pubco will enter into the IGI Registration Rights Agreement with respect to the IGI Securities, and that the Company (and Pubco as the successor thereto) has issued certain registration rights to the holders of PIPE Securities in connection with the Commitment Agreements, and consent to the foregoing.

The Sponsor and Cantor have committed to purchase an aggregate of 8,500,000 Private Placement Warrants at $1.00 per warrant (for an aggregate purchase price of $ 8.5 million) from the Company in a private placement that will take place concurrently with the consummation of the Proposed Public Offering. A portion of the proceeds from the sale of the Private Placement Warrants will be placed into the Trust Account. The Sponsor has also agreed that if the over-allotment is exercised by the underwriters in full or in part, they will purchase an additional number of Private Placement Warrants at a price of $1.00 per warrant (up to a maximum of 337,500 Private Placement Warrants) necessary to maintain in the Trust Account an amount equal to $10.10 per Unit Sold in the Proposed Public Offering. Each Private Placement Warrant is exercisable for one Class A Share at a price of $11.50 per share. The Private Placement Warrants are identical to the Warrants included in the Units to be sold in the Proposed Public Offering except that the Private Placement Warrants: (i) will not be redeemable by the Company; (ii) may be exercised for cash or on a cashless basis, as described in the registration statement relating to the Proposed Public Offering, so long as they are held by the Sponsor, Cantor or any of their permitted transferees and (iii) are (including the ordinary shares issuable upon exercise of the Private Placement Warrants) entitled to registration rights. Additionally, the Sponsor and Cantor have agreed not to transfer, assign or sell any of the Private Placement Warrants, including the Class A Shares issuable upon exercise of the Private Placement Warrants (except to certain permitted transferees), until 30 days after the completion of the Business Combination. In addition, for as long as the Private Placement Warrants are held by Cantor or its designees or affiliates, they may not be exercised after five years from the effective date of the registration statement for the Proposed Public Offering.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Public Offering, except that the Private Placement Warrants: (i) will not be redeemable by the Company; (ii) may be exercised for cash or on a cashless basis, so long as they are held by the Sponsor, Cantor or any of their permitted transferees and (iii) are (including the ordinary shares issuable upon exercise of the Private Placement Warrants) entitled to registration rights. Additionally, the Sponsor and Cantor have agreed not to transfer, assign or sell any of the Private Placement Warrants, including the Class A Shares issuable upon exercise of the Private Placement Warrants (except to certain permitted transferees), until 30 days after the completion of the Business Combination. In addition, for as long as the Private Placement Warrants are held by Cantor or its designees or affiliates, they may not be exercised after five years from the effective date of the registration statement for the Public Offering.

2.4 Restrictions on Registration Rights. The Company may postpone the filing of a Registration Statement for a Demand Registration or suspend the effectiveness of any shelf Registration Statement on Form S-3, or defer initiating the process for a demanded shelf takedown, for a reasonable “blackout period” not in excess of ninety (90) days if the Board determines that such Registration or offering or takedown could materially interfere with a bona fide business or financing transaction of the Company or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company; provided that the Company shall not postpone the filing of a Registration Statement for a Demand Registration or suspend the effectiveness of any shelf Registration Statement pursuant to this Section 2.4 more than twice in any 360 day period. The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business or financing transaction, a date not later than ninety (90) days from the date such deferral commenced, and (ii) in the case of disclosure of non-public information, the earlier to occur of (x) a date not later than ninety (90) days from the date such deferral commenced, or (y) the date upon which such information is otherwise disclosed.

Pursuant to the Registration Rights Agreement, the holders of shares of our common stock, or their transferees, will be entitled, under certain circumstances and subject to certain restrictions, to require us to register their shares under the Securities Act. For a description of these registration rights, see “Description of Securities—Registration rights.” If the offer and sale of these shares is registered, the shares will be freely tradable without restriction under the Securities Act, and a large number of shares may be sold into the public market.

2. Registration Rights. The Company covenants and agrees as follows:.

(c) Subsequent Registration Rights. Except with respect to the Third Amended and Restated Investors’ Rights Agreement by and among Mohawk, the Purchasers and certain of the initial Holders party hereto who were former stockholders of Mohawk dated of even date herewith, until the Registration Statement required hereunder is declared effective by the Commission, the Company shall not enter into any agreement granting any registration rights with respect to any of its securities to any Person without the written consent of Holders representing no less than a majority of the outstanding Registrable Shares.

(nn) No Registration Rights. No person or entity has the right to require registration of Common Shares or other securities of the Company or any of its subsidiaries because of the filing or effectiveness of the Registration Statement or otherwise, except for persons and entities who have expressly waived such right in writing or who have been given timely and proper written notice and have failed to exercise such right within the time or times required under the terms and conditions of such right. Except as described in the General Disclosure Package and the Prospectus, there are no persons with registration rights or similar rights to have any securities registered by the Company or any of its subsidiaries under the Securities Act.

underlying the Warrants in the event of subsequent financings. Common stock underlying the Warrants will have registration rights set forth in a registration rights agreement that will be similar to those rights provided to investors in the Offering (if any), including “piggyback” registration rights on the registrations of the Company and demand registration rights. For the sake of clarity, the registration rights will be separate as between the investors and MDB, and they will be transferrable with the Warrants or underlying securities, if transferred as restricted stock. The Company shall bear all costs and expenses of registration, including the filing and clearing of one or more registration statements. The Warrants may be issued to any persons or entities designated by MDB.

(c)Termination of Demand Registration Rights. The registration rights afforded to the Holders under this Section 2 shall terminate on the earliest date when all Registrable Securities of the Holder either: (i) have been publicly sold by the Holder pursuant to a Registration Statement, (ii) have been covered by an effective Registration Statement which has been effective for an aggregate period of sixteen (16) months (whether or not consecutive), provided, however, the time period shall be calculated so as to exclude any Grace Period, or (iii) may be sold by the Holder pursuant to Rule 144 without regard to both the volume limitations for sales as provided in Rule 144 and the limitations for such sales provided in Rule 144(i), if applicable, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holder.

10.Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Holder to any transferee of all or any portion of the Holder’s Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is or might be restricted under the Securities Act and applicable state securities laws; and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein.

11.Subsequent Registration Rights. The Company agrees that after the date hereof and excluding any registration rights agreement with MDB or its members and affiliates, it will not grant to any person any registration right or proceed to register any securities of any person unless it provides in such agreement or registration that any securities being registered under such agreement or registration will be subject to the cutback provisions of this Agreement as provided in Section 1(c) and Section 2(b).

12.Amendment of Registration Rights. Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the holders of at least a majority of the then outstanding Registrable Securities. Any amendment so effected will be binding upon all Holders, whether or not such Holder consents thereto.

Following the completion of this offering, the holders of shares of our common stock issuable upon conversion of our convertible preferred stock or their permitted transferees are entitled to rights with respect to the registration of these shares under the Securities Act. In addition, holders of our 5% Notes and holders of our warrants exercisable for Series F convertible preferred stock and Series G convertible preferred stock will also be entitled to rights with respect to registration of shares issuable upon the conversion of the 5% Notes or the exercise of such warrants, respectively, under the Securities Act. These rights are provided under the terms of our eighth amended and restated registration rights agreement, as amended, (the Rights Agreement) between us and the holders of these shares, which was entered into in connection with our convertible preferred stock financings, and include demand, Form S-3 and piggyback registration rights. In any registration made pursuant to such Rights Agreement, all fees, costs, and expenses of underwritten registrations, including fees and disbursements of special counsel to the selling stockholders, will be borne by us and all selling expenses, including underwriting discounts and selling commissions, will be borne by the holders of the shares being registered.

The holders of shares of our common stock having registration rights or their permitted transferees are also entitled to short-form registration rights. Such holders can request that we register all or part of their shares on Form S-3 if we are eligible to file a registration statement on Form S-3 and if the aggregate price to the public of the shares offered is at least $3.0 million. Such holders may require us to effect no more than three registration statements on Form S-3 within a 12-month period. We may postpone the filing of a registration statement on Form S-3 no more than once during any 12-month period for up to 120 days and once for up to 90 days if our board of directors determines that the filing would be seriously detrimental to us and our stockholders. We are not required to effect a registration statement on Form S-3 under certain additional circumstances specified in our Rights Agreement.

9. Termination of Registration Rights. The registration rights granted pursuant to this Agreement shall terminate five years after the close of the Company’s initial public offering or, as to any Holder, at such time after the Company’s initial public offering as the Registrable Securities held by such Holder may be sold within any three-month period without restriction pursuant to Rule 144 promulgated under the Securities Act, at which time, the Registrable Securities held by such Holder will not be considered “then outstanding shares of Registrable Securities” and the consent of such Holder shall not be counted for purposes of obtaining the majority consent required for purposes of amending this Agreement pursuant to Section19.

(d) Registration Under Securities Act of 1933, as Amended. The Company agrees that the Shares shall be entitled to certain registration rights (“Registration Rights”), as set forth in that certain Eighth Amended and Restated Registration Rights Agreement dated as of June30, 2011, among the Company and the Company’s stockholders named therein, (as may be amended, the “Registration Rights Agreement”). The Company agrees to amend the Registration Rights Agreement to make Holder a party thereto for such purpose. Failure to provide such Registration Rights to Holder within ninety (90)days of the date of the first Loan under the Loan Agreement, shall, at Holder’s option, be an Event of Default under the Loan Agreement. Notwithstanding anything to the contrary in the Registration Rights Agreement, such registration rights shall be pari passu with the rights of all other Holders, as defined therein, and the Company shall obtain the requisite prior written consent of the Holders to ensure Holder receives such pari passu registration rights. Upon becoming a party to the Registration Rights Agreement, Holder agrees to be bound by the terms and conditions thereof. The Company represents and warrants to Holder that the Company’s execution, delivery and performance of the Registration Rights Agreement (a)has been duly authorized by all necessary corporate action of the Company’s Board of Directors and stockholders, (b)does not and will not violate the Company’s Charter or Bylaws, each as amended, (c)does not and will not violate or cause a breach or default (or an event which with the passage oftime or the giving of notice or both, would constitute a breach or default) under any agreement, instrument, mortgage, deed of trust or other arrangement to which the Company is a party or to or by which it or any of its assets is subject or bound, and (d)does not require the approval, consent or waiver of or by any shareholder, registration rights holder or other third party which approval, consent or waiver has not been obtained as of the date of issuance of this Warrant.

Demand Registration Rights.At any time after the earlier of (i)fifth anniversary of the SeriesB-3 closing or (ii)180days after the effective date of the registration statement for the initial public offering with an aggregate offering price of not less than US$50million, shareholders of at least 60% of the registrable securities (including ClassA ordinary shares issued on conversion of preferred shares) then outstanding have the right to demand that we use our best efforts to filea registration statement covering the registrable securities. We have the right to defer filing of a registration statement for a period of not more than 120days after the receipt of the request of the requesting shareholders if we furnish to the shareholders requesting registration a certificate signed by our chairman of the board stating that in the good faith judgment of our board of directors, it would be materially detrimental to us and our shareholders for such registration statement to be filed at such time. However, we cannot exercise the deferral right more than once in any twelve-month period. We are obligated to effect no more than two demand registrations, provided that if the sale of all of the registrable securities are not consummated for any reason (other than due to the action or inaction of the shareholders including registrable securities in such registration), such registration shall not be deemed to constitute a demand registration for suchpurposes.

Piggyback Registration Rights.If we propose to filea registration statement for a public offering of our securities, we must offer our shareholders an opportunity to include in the registration all or any part of the registrable securities held by such shareholders. If the managing underwriters of any underwritten offering determine in good faith that marketing factors require a limitation of the number of shares to be underwritten, and the number of shares that may be included in the registration and the underwriting shall be allocated first to us, second to each of the shareholders requesting for the inclusion of their registrable securities on a prorata basis, and third to shareholders of other securities ofus.

FormF-3 Registration Rights.Upon request by our shareholders holding in the aggregate at least 60% of then outstanding registrable securities which represents not less than 10% of our then outstanding share capital, we are obligated to filean unlimited number of registration statements on FormF-3, provided that each registration offering is not less than US$1million. Subject to certain limitations prescribed in our shareholders agreement, we shall use our reasonably best efforts to effect the registration of the securities on FormF-3 not later than 90days after we receive a registration request.

Termination of Registration Rights.Our shareholders' registration rights will terminate (i)on the fifth anniversary of a qualified initial public offering, and (ii)with respect to any shareholder holding less than 1% of our outstanding securities, when the registrable securities proposed to be sold by such shareholder may then be sold without registration in any 90-day period after the qualified initial public offering and pursuant to Rule144 under the SecuritiesAct.

Demand Registration Rights.At or after the termination of lock-up period of the IPO or other similar contractual restriction on the sale of registrable securities, holder(s) together holding at least thirty percent (30%) of the outstanding registrable securities may request in writing that we effect a registration with the SEC (i)on FormF-1, or (ii)on FormF-3, if applicable. Upon receipt of such a request, we shall file promptly with the SEC such registration statement relating to such demand registration, and use our best efforts to cause the registration statement to become effective. However, we should not be obligated to take any action to effect any underwritten offering for demand registration unless holders propose to sell registrable securities in such underwritten offering having a reasonably anticipated net aggregate price of at least US$1.0million, after deduction of underwriting commission and offering expenses. We shall be obligated to effect no more than two (2)F-1 registration statements that have been declared and ordered effective. We shall be obligated to effect no more than three (3)shelf take-downs pursuant to F-3 registration statements that have been declared and ordered effective. In the event of any cutback of an underwritten demand registration offering, the securities to be included in such demand registration shall be allocated among all holders that have requested to participate in such demand registration, in proportion to the amount of our registrable securities held by each holder, and provided that if the reduction reduces the total amount of registrable securities included in such underwriting to less than thirty percent (30%) of the registrable securities initially requested, such offering shall not be counted as a demand registration for purpose of the two (2)F-1 demand registration limit.

Piggyback Registration Rights.At or after the termination of lock-up period of the IPO or other similar contractual restriction on the sale of registrable securities, if we propose to filea registration statement under the Securities Act for purposes of effecting a public offering for our own account or for the account of any other persons, we must afford holders of registrable securities an opportunity to include in that registration all or any part of their registrable securities then held. There shall be no limit on the number of times the holders may request registration of registrable securities pursuant to such piggyback registration rights.

ARTICLE I PURCHASE; CLOSING 1 1.1 Purchase. 1 1.2 Closing. 2 1.3 Closing Conditions. 3 ARTICLE II REPRESENTATIONS AND WARRANTIES 5 2.1 Representations and Warranties of the Company. 5 2.2 Representations and Warranties of the Purchaser. 12 ARTICLE III COVENANTS 15 3.1 Confidentiality. 15 3.2 Listing. 3.3 Efforts. 16 3.4 Legend. 16 3.5 Back Leverage. 17 3.6 Corporate Actions. 18 3.7 Negative Covenants. 18 3.8 Tax Matters. 19 3.9 Stockholder Approval. 19 ARTICLE IV SURVIVAL 20 4.1 Survival. 20 ARTICLE V SHAREHOLDER RIGHTS 21 5.1 Information Rights. 21 5.2 Registration Rights. 21 5.3 Form 8-K ARTICLE VI MISCELLANEOUS 24 6.1 Expenses. 24 6.2 Amendment; Waiver. 24 6.3 Counterparts; Electronic Transmission. 24 6.4 Governing Law. 25 6.5 WAIVER OF JURY TRIAL. 25 6.6 Notices.

(h) Other Registration Rights. Pubco represents and warrants to each holder of Registrable Securities that the registration rights granted in this Agreement do not conflict with any other registration rights granted by Pubco. Except as provided in this Agreement, Pubco shall not grant to any Persons the right to request Pubco to register any equity securities of Pubco, or any securities, options or rights convertible or exchangeable into or exercisable for such securities, without the prior written consent of the holders of a majority of the Registrable Securities then outstanding.

We have entered into a shareholders’ agreement with all of our shareholders, which provides our shareholders with certain board nomination rights, preemptive rights, drag-along rights, tag-along rights and registration rights. Pursuant to the shareholders’ agreement, each of S.R. One, Limited, NEA and Abingworth BioventuresVI, L.P. has the right to designate one director to our board of directors and entities affiliated with Versant Ventures have the right to designate two directors to our board of directors. S.R. One, Limited, NEA and Abingworth BioventuresVI, L.P. have designated Dr.George, Dr.Behbahani and Mr.von Emster, respectively. Versant has designated Drs. Bolzon and Woiwode. The shareholders’ agreement will terminate in connection with this offering.

We have entered into a registration rights agreement with certain of our shareholders, which provides such shareholders with the registration rights discussed under “Common Shares Eligible for Future Sale—Shareholder Registration Rights.” The registration rights agreement will become automatically effective upon the termination of the shareholders’ agreement.

Upon the completion of this offering, the holders of registrable securities will be entitled to certain Form S-3 registration rights. Any holder of registrable securities can make a request that we register for offer and sale all or any portion of their registrable securities on Form S-3 or any similar short form registration statement if we are qualified to file a registration statement on Form S-3, subject to certain specified exceptions. Such request for registration on Form S-3 must cover securities the aggregate offering price of which, before payment of the underwriting discounts and commissions, equals or exceeds $2.0million. We will not be required to effect more than one (1)registration on Form S-3 within any 12-month period.

1.13Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after December 31, 2026 or, as to any Holder holding one and one-half percent (1.5%) or less of the outstanding shares of the Company, such earlier time at which all Registrable Securities held by such Holder (and any Affiliate of the Holder with whom such Holder must aggregate its sales under Rule144) can be sold in a single transaction without registration in compliance with Rule144 of the Act.

(a) Piggyback Registration Rights. Subject to Section2(d) hereof, if at any time the Company files a Mandatory Shelf Registration Statement pursuant to the New Investor Registration Rights Agreement with respect to the sale of any “Registrable Shares” under the New Investor Registration Rights Agreement, then the Company shall give prompt notice (the “Initial Notice”) to the Holders. The Initial Notice shall offer the Holders the opportunity to register such number of Registrable Securities as such holders may request and set forth (i)the anticipated filing date of such Mandatory Shelf Registration Statement, (ii)the number of shares of ClassA Common Stock that are proposed to be included in such Mandatory Shelf Registration Statement, and (iii)the proposed manner of distribution. Subject to Section2(d), the Company shall include in such Mandatory Shelf Registration Statement such Registrable Shares for which it has received written requests to register such shares within twenty (20)business days after the delivery of the Initial Notice. The Company may decline to file such Mandatory Shelf Registration Statement after giving the Initial Notice, or withdraw such Mandatory Shelf Registration Statement after filing and after such Initial Notice as provided and subject to the New Investor Registration Rights Agreement. For the avoidance of doubt, this Section2(a) shall not apply to an IPO Registration Statement filed by the Company.

Following this offering, some of our shareholders will, under some circumstances, have the right to require us to register their shares for future sale. This offering is being conducted in connection with the exercise of certain registration rights granted to certain of our shareholders under the Registration Rights Agreement. All of the shares of our common stock sold in this offering will be sold pursuant to the exercise of such registration rights. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement”.In addition, upon the occurrence and during the continuance of an event of default under our Corporate Credit Facilities, the lenders under our Corporate Credit Facilities have certain registration rights with respect to the shares of our common stock.

(xiii) Registration Rights. There are no persons with registration rights or other similar rights to have any securities registered for sale pursuant to the Registration Statement or otherwise registered for sale or sold by the Company under the 1933 Act, other than (x)those rights that have been disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or (y)those rights that have been waived.

13.Transferability of Registration Rights. The registration rights set forth in this Agreement are transferable to each transferee of Registrable Securities. Each subsequent holder of Registrable Securities must consent in writing to be bound by the terms and conditions of this Agreement in order to acquire the rights granted pursuant to this Agreement.

15.Termination of Registration Rights. The right of any Stockholder to request registration or inclusion of Registrable Securities in any registration pursuant to Sections 2, 3, or 4 of this Agreement shall terminate on the seventh (7th) anniversary of the Company’s initial public offering.

1.13Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after December 31, 2026 or, as to any Holder holding one and one-half percent (1.5%) or less of the outstanding shares of the Company, such earlier time at which all Registrable Securities held by such Holder (and any Affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in a single transaction without registration in compliance with Rule 144 of the Act.

Section3.6Transfer of Registration Rights. The rights contained in Section3.1 hereof to cause the Company to register the Registrable Securities, and the other rights set forth in this ArticleIII, may be assigned or otherwise conveyed by any Holder to any transferee of the Registrable Securities if the Transfer was permitted under ArticleII and the transferee agrees with the Company in writing to be bound by this Agreement.

The holders of our registrable securities are entitled to demand registration rights. Under the terms of our registration rights agreement, we will be required, upon the request of a holder of at least 10% of our outstanding registrable securities, to file a registration statement and use reasonable best efforts to effect the registration for public resale of these shares and any additional registrable securities requested to be included in such registration by any other holders of our registrable securities.

The holders of our registrable securities are also entitled to short-form registration rights. Pursuant to our registration rights agreement, if we are eligible to file a registration statement on Form S-3, upon the request of a holder of at least 10% of our outstanding registrable securities, we will be required to use our reasonable best efforts to effect a registration of such shares. We are required to effect up to two registrations in any six-month period pursuant to this provision of the registration rights agreement.

The holders of our registrable securities are entitled to piggyback registration rights. If we register any of our securities either for our own account or for the account of other security holders, the holders of our outstanding registrable securities are entitled to include their shares in the registration. Subject to certain exceptions contained in the registration rights agreement, we and the underwriters may limit the number of shares included in the underwritten offering if the underwriters determine that marketing factors require a limitation of the number of shares to be underwritten.