Common use of Limitations on Subsequent Registration Rights Clause in Contracts

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of the Registrable Securities then held by all Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders Investors holding at least a majority of the then outstanding Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such its securities will not reduce the amount of the Registrable Securities of the Holders that are Investors which is included or (b) except pursuant to the New Equity Registration Rights Agreement, to make a demand registration which could result in such registration statement being declared effective within 120 days after the effective date of their securitiesany registration effected pursuant to Section 2.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the outstanding Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof2.2 (Company Registration), unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such its securities will not reduce the amount of the Registrable Securities of the Holders that are included which is included, or (b) to make a demand registration of their securitiesregistration.

Limitations on Subsequent Registration Rights. From and --------------------------------------------- after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of the Registrable Securities then held by all Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.22.1, Section 1.3 2.2 or Section 1.4 hereof2.3 of this Agreement, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of at least a majority of the Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the then outstanding Registrable Securities then held by all HoldersShares, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration the Mandatory Shelf Registration Statement or Piggyback Registration Statement, if any, filed under Section 1.2, Section 1.3 or Section 1.4 pursuant to the terms hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such his securities will not reduce the amount of the Registrable Securities Shares of the Holders that are included or (b) to demand registration of their securitiesis included.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From Other than pursuant to the Transaction Documents, from and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the outstanding Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof3.11(a)(1)(A), unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities holder’s or prospective holder’s Securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securitieswhich is included.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of at least two-thirds of the Registrable Securities then held by all Holdersoutstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2sections 2.1, Section 1.3 or Section 1.4 2.3 and 2.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) included; provided, however, that this section shall not apply to demand registration the transaction described on Schedule 2.14 of their securitiesthe Purchase Agreement.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of three-fourths of the Registrable Securities then held by all Holdersoutstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 1.2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such his securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securitiesis included.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the outstanding Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.28.2, Section 1.3 8.3 or Section 1.4 8.10 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such his securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securitieswhich is included.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority [***] of the Registrable Securities then held by all Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.22.1, Section 1.3 2.2 or Section 1.4 hereof2.3 of this Agreement, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the then outstanding Registrable Securities then held by all HoldersShares, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration the Mandatory Registration Statement, filed under Section 1.2, Section 1.3 or Section 1.4 pursuant to the terms hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such his securities will not reduce the amount of the Registrable Securities Shares of the Holders that are included or (b) to demand registration of their securitiesis included.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of sixty percent (60%) of the Preferred Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section and 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the Registrable Securities then held by all Holdersoutstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 1.12 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such holder’s securities will not reduce the amount of the Registrable Securities of the Holders that are is included or (b) to make a demand registration of their securitiesregistration.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of at least seventy percent (70%) of the Registrable Securities then held by all Holdersoutstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2unless, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (bii) would allow such holder or prospective holder to initiate a demand for registration of their securitiesany securities held by such holder or prospective holder.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the outstanding Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that which are included or (b) to demand registration of their securitiesincluded.

Limitations on Subsequent Registration Rights. From and after the --------------------------------------------- date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of at least 50% of the Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under this Section 1.2, Section 1.3 or Section 1.4 3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such his securities will not reduce the amount of the Registrable Securities of the Holders that are included which is included, or (b) to make a demand registration of their securitiesto the Company.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of not less than fifty-five percent (55%) of the Registrable Securities then held by all Holdersoutstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securitiesany securities held by such holder or prospective holder.

Limitations on Subsequent Registration Rights. From and after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of two-thirds of the then outstanding Registrable Securities then held by all HoldersShares, such number to include Common Shares registrable pursuant to Registration Rights Agreements with the Company of even date herewith, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 2 or Section 1.4 3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such his securities will not reduce the amount of the Registrable Securities Shares of the Holders that are included or (b) to demand registration of their securitiesis included.

Limitations on Subsequent Registration Rights. From and after the date of this Agreementhereof, the Company shall not, without the prior written consent of the Holders holding a majority of the Registrable Securities then held by all Holders, not enter into any agreement with any holder or prospective holder of any securities Equity Securities of the Company that would (a) grant such holder or prospective holder any registration rights substantially similar to or more advantageous than those rights granted pursuant to this Agreement or (b) allow such holder or prospective holder (a) to include any of such securities in any registration Registration filed under Section 1.2, Section 1.3 2 or Section 1.4 hereofArticle III, unless under the terms of such agreement, agreement such holder or prospective holder may include such securities Equity Securities in any such registration Registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders Investor that are included or (b) to demand registration of their securitiesincluded.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority in voting power of the Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities Equity Securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration Registration filed under Section 1.2, Section 1.3 2 or Section 1.4 hereof3, unless under the terms of such agreement, agreement such holder or prospective holder may include such securities Equity Securities in any such registration Registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included included, or (b) to demand registration Registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders Investors holding a majority of the then outstanding Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.2 or 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or included, (b) to demand registration of their securitiessecurities or (c) to exercise other registration rights that are pari passu or senior to those granted to the Holders hereunder.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of two-thirds (2/3rds) of the outstanding Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, pursuant to this Agreement unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such his securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securitieswhich may be included.

Limitations on Subsequent Registration Rights. From and after the date of this Agreementhereof, the Company Corporation shall not, without the prior written consent of the Holders holding (which consent will not be unreasonably withheld) of not less than a majority of the Registrable Securities then held by all Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that Corporation which would allow such holder or prospective holder (a) to demand registration of its securities or to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 2.1 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that which are included or (b) to demand registration of their securitiesincluded.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of at least sixty percent (60%) of the Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.22.2, Section 1.3 2.3 or Section 1.4 2.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the Registrable Securities then held by outstanding (assuming conversion of all HoldersPreferred Stock and exercise of the Common Warrants) and the approval of a majority of the Board of Directors, enter into any agreement with any holder or prospective holder of any securities of the Company that which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such his securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securitieswhich is included.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the outstanding Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such his securities will not reduce (except on a pro rata basis with such securities) the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securitieswhich is included.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority 60% of the Registrable Securities then held by all Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the Registrable Securities then held by all Holdersoutstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 Sections 2.2(a) or Section 1.4 hereof2.2(b), unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (b) to demand registration of their securitiesany of its securities at a time earlier than the Holders of Registrable Securities can demand registration under Section 2.2 hereof.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of at least a majority of the Registrable Securities then held by all Holdersoutstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 2.2 or Section 1.4 2.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such his securities will not reduce the amount of the Registrable Securities of the Holders that are included which is included, or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of their securitieseither of the dates set forth in subsection 2.2(a).

Limitations on Subsequent Registration Rights. From and --------------------------------------------- after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding at least a majority of the Registrable Securities then held by all Holdersoutstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 1.12 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of fifty percent (50%) of the Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section CLAUSE 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this AgreementEffective Date, the Company shall not, without the prior written consent of (a) the Lead B Investor and (b) the Holders holding a majority of at least 50% of the Registrable Securities then held by all Holders(on an as-converted basis), enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (ai) to include any of such securities in any registration filed under Section 1.2unless, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (bii) to demand registration of their securitiesany securities held by such holder or prospective holder.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority in interest of the Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder holder: (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included included, or (b) to demand registration of their securities, or (c) to exercise other registration rights that are pari passu or senior to those granted to the Holders hereunder.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of the Registrable Securities then held by all HoldersHolders (the “Required Majority”), enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.22.1, Section 1.3 2.2 or Section 1.4 hereof2.3 of this Agreement, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of at least 662/3% of the Registrable Securities then Common Stock held by all Holdersthe Investors and their direct and indirect transferees, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder to (ai) to include any of such securities in any registration filed under Section 1.2unless, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration statement filed by the Company only to the extent that the inclusion of such securities will not reduce the amount number of the shares of Registrable Securities Common Stock of the Holders that are included or (bii) to initiate a demand for registration of their securitiesany securities held by such holder or prospective holder during any period in which the Registration Statement relating to the Mandatory Shelf Registration is not effective.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding at least a majority of the Registrable Securities then held by all Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 1.14 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the Registrable Securities then held by all HoldersOutstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 2.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such his securities will not reduce the amount of the Registrable Securities of the Holders that are included which is included, or (b) to make a demand registration of their securitiesregistration.

Limitations on Subsequent Registration Rights. From and after After the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of two-thirds of the then outstanding Registrable Securities then held by all HoldersShares, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 pursuant to this Agreement or Section 1.4 hereofthat includes for registration Registrable Shares, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such his securities will not reduce the amount of the Registrable Securities Shares of the Holders that are included or (b) to demand registration of their securitiesis included.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of at least 75% of the outstanding Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to make a demand registration of their securitiesregistration.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority more than two-thirds of the Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority at least 66 2/3% of the Registrable Securities then held by all Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.22.1, Section 1.3 2.2 or Section 1.4 2.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities. In addition to the foregoing, in the event any such agreement would treat any Investor in a disproportionately adverse manner relative to the other Investors, the prior written consent of such Investor shall also be required.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of eighty percent (80%) of the Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority holders of at least 55% of the Registrable Securities then outstanding shares of the Company’s capital stock held by all the Requisite Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (ai) to include any of such securities in any registration filed under Section 1.2unless, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (bii) to demand registration of their securitiesany securities held by such holder or prospective holder.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of at least 65% of the Registrable Securities then held by all Holdersthen-outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section Sections 1.2 or 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such his securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securitieswhich is included.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority at least two-thirds of the Registrable Securities then held by all Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.25.2, Section 1.3 5.3 or Section 1.4 5.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the then outstanding Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.22, Section 1.3 3 or Section 1.4 4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such his securities will not reduce the amount of the Registrable Securities of the Holders that are which is included or (b) to make a demand registration of their securitiesregistration.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of the Registrable Securities then held by all HoldersInvestor Consent (as defined below), enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of Registrable Securities representing a majority of the voting power of the Registrable Securities then held by all Holders, Holders enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of at least a majority of the Registrable Securities then held by all Holdersand the Holders of at least a majority of the shares of Common Stock issuable upon conversion of the Notes, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included included, or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the outstanding Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.2 or 1.3 or Section 1.4 hereof, unless under the terms of such agreement, agreement such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such his or her securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securitieswhich is included.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of at least 75% of the Registrable Securities then held by all Holdersoutstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders Investors holding a majority of the Registrable Securities Shares then held by all Holdersoutstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration statement filed under pursuant to Section 1.2, Section 1.3 or Section 1.4 4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such his securities will not reduce the amount of the Registrable Securities Shares of the Holders Investors that are included or (b) to demand registration of their securitiesis included.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the outstanding Registrable Securities held by the Investors and a majority of the Registrable Securities then held by all the Common Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to make a demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of at least two-thirds (66-2/3%) of the outstanding Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless (i) under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such its securities will not reduce the amount of the Registrable Securities of the Holders that are which is included or (bii) the Board of Directors approves the grant of registration right to demand registration of their securitiessuch holder or prospective holder.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of the then outstanding Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration statement filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority at least fifty-five percent (55%) of the Registrable Securities then held by all Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.22.1, Section 1.3 2.2 or Section 1.4 hereof2.3 of this Agreement, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of at least two-thirds of the Registrable Securities then held by all Holdersoutstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 sections 2.1 and 2.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) included; provided, however, that this section shall not apply to demand registration the transaction described on Schedule 2.14 of their securitiesthe Purchase Agreement.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the outstanding Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such his securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this AgreementEffective Date, the Company shall not, without the prior written consent of the Holders holding a majority holders of 662/3% of the then outstanding Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 2.2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such his securities will not reduce the amount of the Registrable Securities of the Preferred Holders that which are included or (b) to demand registration of their securitiesincluded.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of at least sixty six and two thirds percent (66-2/3%) of the Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of at least sixty percent (60%) of the Preferred Registrable Securities then held by all Holdersoutstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (ai) to include any of such securities in any registration filed under Section 1.2unless, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (bii) to initiate a demand registration of their securitiesany securities held by such holder or prospective holder.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the outstanding Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 1.2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such its securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securitieswhich is included.

Limitations on Subsequent Registration Rights. From and after --------------------------------------------- the date of this Agreement, the Company Corporation shall not, without the prior written consent of the Holders holding of at least a majority of the ZSPN Registrable Securities and a majority of the Founders Registrable Securities then held by all Holdersoutstanding, enter into any agreement with any holder Holder or prospective holder of any securities of the Company that would allow Corporation granting registration rights with respect to such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereofsecurities, unless under the terms of such agreementagreement or as expressly provided in this Agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such his securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securitieswhich is included.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of at least 33% of the Registrable Securities then held by all HoldersRegisterable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under this Section 1.2, Section 1.3 or Section 1.4 3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such his securities will not reduce the amount of the Registrable Registerable Securities of the Holders that are included which is included, or (b) to make a demand registration of their securitiesto the Company.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the then outstanding Registrable Securities then held by all HoldersShares, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration the IPO Registration Statement, if any, filed under Section 1.2, Section 1.3 or Section 1.4 pursuant to the terms hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such his securities will not reduce the amount of the Registrable Securities Shares of the Holders that are included or (b) to demand registration of their securitiesis included.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding shares of Series A Stock, Series B Stock and/or Conversion Stock representing and/or convertible into a majority of all the Registrable Securities then held by all HoldersInvestors' Shares, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration statement filed under Section 1.2, Section 1.3 or Section 1.4 2.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders Investors holding at least a majority of the then outstanding Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or included, (b) to demand registration of their securitiessecurities or (c) to exercise other registration rights that are pari passu or senior to those granted to the Holders hereunder.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of at least eighty-five percent (85%) of the outstanding Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are which is included or (b) to make a demand registration of their securitiesregistration.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the outstanding Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such his securities will not reduce the amount of the Registrable Securities of the Holders that are which is included or (b) to make a demand registration of their securitiesregistration.

Limitations on Subsequent Registration Rights. From and after the --------------------------------------------- date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of at least 75% of the Registrable Securities then held by all Holdersoutstanding and not registered, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder to (ai) require the Company to effect a registration or (ii) include any of such securities in any registration filed under Section 1.22.2, Section 1.3 2.3 or Section 1.4 2.9 hereof, unless unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce diminish the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securitiesin such registration.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the Registrable Securities then held by all Holdersoutstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 2.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such his securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securitieswhich is included.

Limitations on Subsequent Registration Rights. From and after the date of this AgreementSeries F-1 First Closing Date, the Company shall not, without the prior written consent of the Holders holding of a majority in voting power of the Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any equity securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration Registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof7, unless under the terms of such agreement, agreement such holder or prospective holder may include such equity securities in any such registration Registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included included, or (b) to demand registration Registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of at least a majority of the Registrable Securities then held by all Holdersoutstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.22.1, Section 1.3 2.2 or Section 1.4 2.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are which is included or (b) to make a demand registration of their securitiesregistration.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company Parent shall not, without the prior written consent of the Holders holding a majority of the Registrable Securities then held by all Holders, enter into any agreement with any holder or prospective holder of any securities of the Company Parent other than a Permitted Registration Rights Agreement that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.22.1, Section 1.3 2.2, Section 2.3 or Section 1.4 hereof2.4 of this Agreement, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding at least a majority of the Registrable Securities then held by all Holdersoutstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority more than two-thirds of the Registrable Securities then held by all HoldersSecurities, enter enter, into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 13 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of two-thirds of the Registrable Securities then held by all Holdersoutstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 1.2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such holder's securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securitiesis included.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the outstanding Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective perspective holder of any securities of the Company that which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 2 or Section 1.4 3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such his or its securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securitieswhich is included.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding holders of at least a majority of the Registrable Securities then held by all Holdersthen-outstanding shares of Common Stock issuable or issued upon conversion of the Preferred Stock, enter into any agreement with any holder or prospective holder of any securities of the Company that which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are which is included or (b) to make a demand registration of their securitiesregistration.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority (by number) of the Registrable Securities Class B Shares and Class A Shares then held by all Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (ai) to include any of such securities in any registration filed under Section 1.2or qualification unless, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration or qualification only to the extent that the inclusion of such securities will not reduce the amount number of the Registrable Securities of the Holders that are included included; or (bii) to initiate a demand for registration or qualification of their securitiesany securities held by such holder or prospective holder.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the Registrable Securities then held by all Holdersoutstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 2.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such his, her or its securities will not reduce the amount of the Registrable Securities of the Holders that are included which is included, or (b) to make a demand registration of their securitiesregistration.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the outstanding Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 Sections 3.1 or Section 1.4 3.2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such his securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securitieswhich is included.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, for a period of two years thereafter, the Company shall not, without the prior written consent of the Holders holding of a majority of the Registrable Securities then held by all Holdersoutstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2unless, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (bii) allow such holder or prospective holder to initiate a demand for registration of their securitiesany securities held by such holder or prospective holder.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the outstanding Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 3 hereof, unless under sa-60810 the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to make a demand registration of their securitiesregistration.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of sixty percent (60%) of the outstanding Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such his securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securitieswhich is included.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding holders of a majority of the Registrable Securities then held by all Holdersoutstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 2.1(a) hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securitiesholders which is included.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding (other than Affiliates of the Company) of a majority of the then outstanding Registrable Securities then Shares (excluding Registrable Shares held by all HoldersAffiliates of the Company), enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration the IPO Registration Statement, if any, filed under Section 1.2, Section 1.3 or Section 1.4 pursuant to the terms hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such Holder’s securities will not reduce the amount of the Registrable Securities Shares of the Holders that are included or (b) to demand registration of their securitiesin the IPO Registration Statement.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of at least 75% of the outstanding Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section Sections 1.2, Section 1.3 or Section 1.4 1.12 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such its securities will not reduce the amount of the Registrable Securities of the Holders that are which is included or (b) to make a demand registration of their securitieson either Form S-1 or Form S-3.

Limitations on Subsequent Registration Rights. From and after the --------------------------------------------- date of this Agreement, the Company shall not, without the prior written consent of the Fund Holders holding of a majority of the Registrable Securities then held by all Holdersoutstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow relating to registration rights, unless such holder or prospective holder agreement includes (a) to the extent such agreement would allow such or prospective holder to include any of such securities in any registration filed under Section 1.22.1 or 2.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, a provision that such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such its securities will not reduce the amount of the Registrable Securities of the Fund Holders that are which would otherwise be included or and (b) to demand registration of their securities.no

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of the Registrable Securities then held by all HoldersHolders including the holders of a majority of the then outstanding Series B Preferred Stock, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.22.1, Section 1.3 2.2 or Section 1.4 hereof2.3 of this Agreement, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of Requisite Investors (as defined in the Registrable Securities then held by all HoldersRestated Certificate), enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the ---------------------------------------------- date of this Agreement, the Company shall not, without the prior written consent of the Holders holding of a majority of the Registrable Securities then held by all HoldersSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of at least sixty percent (60%) of the Registrable Securities then held by all Holdersoutstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (ai) to include any of such securities in any registration filed under Section 1.2unless, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (bii) to initiate a demand registration of their securitiesany securities held by such holder or prospective holder.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders Investors holding a majority at least 75% of the outstanding Registrable Securities then held by all Holdersthe Investors, enter into any agreement with any holder or prospective holder of any securities of the Company that which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 1.2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such his securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securitieswhich is included.