Common use of Future Rights Clause in Contracts

Future Rights. From the date of this Agreement until the earlier to occur of the sixth anniversary hereof or the date that all Registrable Securities have been registered under the 1933 Act, the Company will not grant to any Person (excluding the Holder) any registration rights with respect to any securities of the Company other than registration rights ("new rights") that are granted in connection with the investment in the Company by such grantee of at least $1,000,000. Such new rights must (i) be subordinate to and of a lesser priority than the registration rights granted by the Company under this Agreement, (ii) be approved in writing by the Holder, and (iii) not be inconsistent with the terms of this Agreement. Additionally, new rights may not be granted without expressly providing that, with respect to demand registration rights granted to such other Persons, the Holder have a piggyback right upon the exercise of such new rights and shall be included in any related registration statement on the same terms and conditions as the holders of the new rights, subject to possible reduction at the initiative of the managing underwriter or underwriters, on terms substantially equivalent to those set forth in Section 2.1. The Company may grant registration rights that permit any Person the right to piggyback or may itself exercise the right to piggyback on any Demand Registration; provided that if the managing underwriter or underwriters of such offering delivers an opinion to the Holder that the total amount of securities which they and the holders of such piggyback rights intend to include in any offering is so large as to materially and adversely affect the success of such offering (including the price at which such securities can be sold), then the amount or kind of securities to be offered for the account of holders of such piggyback rights, or the Company if it is exercising piggyback rights, will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by the managing underwriter prior to any reduction in the amount of Registrable Securities to be included; and further provided that if such offering is not underwritten, then any such piggyback shall only be exercised with the consent of the Holder.

Future Rights. From After the date of this Agreement until the earlier to occur of the sixth anniversary hereof or the date that all Registrable Securities have been registered under the 1933 ActAgreement, the Company will not ------------- grant to any Person (excluding including the HolderHolders of Registrable Securities) any registration rights ("new rights") with respect to any securities of the Company other than registration rights ("new rights") that are granted in connection with without the investment in written consent of the Company by Holders of a majority of the then outstanding Registrable Securities unless such grantee of at least $1,000,000. Such new rights must (i) be are subordinate to and of a lesser priority than the registration rights granted by the Company under this Agreement, Agreement and (ii) be approved in writing by the Holder, and (iii) are not be inconsistent with the terms of this Agreement. Additionally, unless otherwise consented to in writing by the Holders of a majority of the then outstanding Registrable Securities, new rights may not be granted without expressly providing that, with respect to demand registration rights granted to such other Persons, the Holder Holders of Registrable Securities have a piggyback right upon the exercise of such new rights and shall be included in any related registration statement on the same terms and conditions as the holders of the new rights, subject to possible reduction at the initiative of the managing underwriter or underwriters, on terms substantially equivalent to those set forth in Section 2.1. The Company may grant registration rights that permit any Person the right to piggyback or may itself exercise the right to piggyback on any Demand Registration; provided provided, that if the managing underwriter or underwriters of such offering delivers an opinion to the Holder determines that the total amount of securities which they and the holders of such new piggyback rights intend to include in any offering is so large as to materially and adversely affect may jeopardize the success of such offering (including the price at which such securities can be sold), then the amount or kind of securities to be offered for the account of holders of such new piggyback rights, or the Company if it is exercising piggyback rights, will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by the managing underwriter prior to any reduction in the amount of Registrable Securities to be included; and further provided provided, that if such offering is not underwritten, then any such piggyback right shall only be exercised only with the consent of the HolderHolders of a majority of the Registrable Securities being offered.

Future Rights. From the date of this Agreement until the earlier to occur of the sixth seventh anniversary hereof or the date that all Registrable Securities have been registered under the 1933 Act, the Company will not grant to any Person (excluding the Holder) any registration rights with respect to any securities of the Company other than registration rights ("new rights") that are granted in connection with the investment in the Company by such grantee of at least $1,000,0002,000,000. Such new rights must (i) be subordinate to and of a lesser priority than pari passu with the registration rights granted by the Company under this Agreement, and (ii) be approved in writing by the Holder, and (iii) not be inconsistent with the terms of this Agreement. Additionally, new rights may not be granted without expressly providing that, with respect to demand registration rights granted to such other Persons, the Holder have a piggyback right upon the exercise of such new rights and shall be included in any related registration statement on the same terms and conditions as the holders of the new rights, subject to possible reduction at the initiative of the managing underwriter or underwriters, on terms substantially equivalent to those set forth in Section 2.1. The Company may grant registration rights that permit any Person the right to piggyback or may itself exercise the right to piggyback on any Demand Registration; provided that if the managing underwriter or underwriters of such offering delivers an opinion to the Holder that the total amount of securities which they and the holders of such piggyback rights intend to include in any offering is so large as to materially and adversely affect the success of such offering (including the price at which such securities can be sold), then the amount or kind of securities to be offered for the account of holders of such piggyback rights, or the Company if it is exercising piggyback rights, will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by the managing underwriter prior to any reduction in the amount of Registrable Securities to be included; and further provided that if such offering is not underwritten, then any such piggyback shall only be exercised with the consent of the Holder.

Future Rights. From If at any time during the date term of this Agreement until or during the earlier to occur of the sixth anniversary hereof or the date that all Registrable Securities have been registered under the 1933 ActTail Period, the Company will proposes to effect a financing, or future offering of securities, contemplates conducting a financing or future offering of securities, receives an offer to conduct such a financing or future offering of securities or to engage an investment banking firm or broker dealer to provide any other services to the Company (other than the services to be provided by Corinthian and/or Highline hereunder during the term of this Agreement and the Tail Period, which shall not grant be governed by this Section 18), the Company shall offer to retain Corinthian and, if legally permitted, Highline) as its advisor, investment banker or broker dealer in connection with such financing or future offering of securities or the provision of such other advisory services or other matter, upon such terms as the parties may mutually agree, such terms to be set forth in a separate engagement letter or other agreement between the parties. Such offer shall be made in writing in order to be effective. The Company shall not offer to retain any Person other investment banking firm or broker dealer in connection with any such financing or future offering of securities or other matter on terms more favorable than those discussed with Corinthian and Highline without offering to retain Corinthian (excluding and, if applicable, Highline) on such more favorable terms. Corinthian (and, if applicable, Highline) shall notify the HolderCompany within ten (10) any registration rights days of its receipt of the written offer contemplated above as to whether or not it agrees to accept such retention. If Corinthian (and, if applicable, Highline) should decline such retention, the Company shall have no further obligations to Corinthian or Highline with respect to any securities that particular offer, except as specifically provided for herein. If the foregoing correctly sets forth your understanding of our agreement, please sign the Company other than registration rights ("new rights") that are granted in connection with the investment in the Company by such grantee of at least $1,000,000. Such new rights must (i) be subordinate to and of a lesser priority than the registration rights granted by the Company under this Agreement, (ii) be approved in writing by the Holder, and (iii) not be inconsistent with the terms enclosed copy of this Agreementletter and return it to Corinthian. AdditionallyVery truly yours, new rights may not be granted without expressly providing thatCORINTHIAN PARTNERS, with respect to demand registration rights granted to such other Persons, the Holder have a piggyback right upon the exercise of such new rights and shall be included in any related registration statement on the same terms and conditions as the holders of the new rights, subject to possible reduction at the initiative of the managing underwriter or underwriters, on terms substantially equivalent to those set forth in Section 2.1. The Company may grant registration rights that permit any Person the right to piggyback or may itself exercise the right to piggyback on any Demand Registration; provided that if the managing underwriter or underwriters of such offering delivers an opinion to the Holder that the total amount of securities which they and the holders of such piggyback rights intend to include in any offering is so large as to materially and adversely affect the success of such offering (including the price at which such securities can be sold), then the amount or kind of securities to be offered for the account of holders of such piggyback rights, or the Company if it is exercising piggyback rights, will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by the managing underwriter prior to any reduction in the amount of Registrable Securities to be included; and further provided that if such offering is not underwritten, then any such piggyback shall only be exercised with the consent of the Holder.LLC By: Xxxxxxxx Xxxxxx Chief Executive Officer HIGHLINE RESEARCH ADVISORS LLC By: Xxxxxxxx X. Xxxxx