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 of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any 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 securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of any 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 of a majority of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.3 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 any securities held by such holder or prospective holdertheir 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 of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (ai) to include such securities in any registration 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 the amount number of the Registrable Securities of the Holders that are included or (bii) to demand registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 6.9.

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 of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (ai) to include such securities in any registration 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 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 any 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 of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would (a) allow such holder or prospective holder (a) to include such securities in any registration 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 the amount number of the Registrable Securities of the Holders that are included included; or (b) allow such holder or prospective holder to initiate a demand for registration of any 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 of a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 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 which is included or (b) to make a demand registration of any securities held by such holder or prospective holderregistration.

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 of a majority of the Registrable Securities then outstandingHolder 1, enter into any agreement with any holder or prospective holder of any securities of the Company which that (i) would allow such holder or prospective holder (ai) to include such securities in any registration 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 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 any 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 of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would (i) provide to such holder the right to include securities in any registration on other than on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include or (ii) allow such holder or prospective holder (a) to include such securities in any 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 securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any 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 of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (ai) to include such securities in any registration 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 the amount number of the Registrable Securities of the Holders that are included therein, or (bii) to demand registration of any 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 of a majority of the Registrable Securities then outstandingRequisite Holders, enter into any agreement with any holder or prospective holder of any securities of the Company which that would (i) allow such holder or prospective holder (a) to include such securities in any registration 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 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 any 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 of a majority more than the Appropriate Percentage of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (ai) to include such securities in any registration 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 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 any securities held by such holder or prospective holder.

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 of a majority of the Registrable Securities then outstandingRequired Holders, enter into any agreement with any holder or prospective holder of any securities of the Company which 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 any securities held by such holder or prospective holdertheir 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 of a majority of the Registrable Securities then outstandingRequisite Investors, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder to (a) to include such securities in any 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 securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (b) to demand registration of any 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 of a majority of the Registrable Securities then outstandingRequisite Threshold, enter into any agreement with any holder or prospective holder of any securities of the Company which 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 number of the Registrable Securities of the Holders that are included or (b) to demand registration of any securities held by such holder or prospective holdertheir 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 of a majority of the Registrable Securities then outstandingHolders, enter into any agreement with any holder or prospective holder of any securities of the Company which that (a) would provide to such holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all Registrable Securities that they wish to so include or (b) allow such holder or prospective holder (a) to include such securities in any 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 securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any 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 of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (ai) to include such securities in any registration 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 the amount number of the Registrable Securities of the Holders that are included or (bii) to demand registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 3.8.

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 of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (ai) to include such securities in any registration 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 the amount number of the Registrable Securities of the Holders that are included or (bii) to demand registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any Investor who becomes a party to this Agreement in accordance with Section 6.9.

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 of a majority at least fifty percent (50%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would (i) provide to such holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder (a) to include such securities in any 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 securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any 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 holders of a majority of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 5.3, 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 any securities held by such holder or prospective holdertheir 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 of holding a majority of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow giving such holder or prospective holder (ai) the right to include such securities in any registration filed under Section 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 securities will not reduce the amount of the Registrable Securities of the Holders that are included included, or (bii) the right to demand registration of any securities held by such holder or prospective holdertheir 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 of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (ai) to include such securities in any registration 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 the amount number of the Registrable Securities of the Holders that are included or (bii) to demand registration of any 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 of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that (i) would allow such holder or prospective holder (a) to include such securities in any registration 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 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 any 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 Holder or Holders of a majority 51% of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (ai) to include such securities in any registration 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 the amount number of the Registrable Securities of the Holders that are included or (bii) to demand registration of any 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 of holding a majority of the Preferred Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.3 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 any securities held by such holder or prospective holdertheir 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 Purchasers or other holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which would that allow such holder or prospective holder (a) to include such securities in any registration 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 the amount number of the Registrable Securities of the Holders that are included included, or (b) allow such holder or prospective holder to initiate a demand for registration of any securities of the Company 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 of a majority of the Registrable Securities then outstanding, outstanding enter into any agreement with any holder or prospective holder of any securities of the Company which that (i) would provide to such holder the right to include securities in any registration on other than a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include or (ii) allow such holder or prospective holder (a) to include such securities in any 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 securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any 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 of a majority of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any Company registration 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 the amount number of the Registrable Securities of the Holders that are included or (b) to demand registration of any 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 of a majority of the Registrable Securities then outstandingPreferred Majority Holders, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any registration filed under this Agreement 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) and shall be subordinated to demand registration the rights of any securities held by such holder or prospective holderHolder 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 of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would (a) provide to such holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities they wish to so include or (b) allow such holder or prospective holder (a) to include such securities in any 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 securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any 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 of a majority of the Registrable Securities then outstanding, voting together as a single class on an as-converted basis, enter into any agreement with any holder or prospective holder of any securities of the Company which that (i) would provide to such holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder (a) to include such securities in any 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 securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any 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 of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that (i) would provide to such holder the right to include securities in any registration on other than a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include or (ii) allow such holder or prospective holder (a) to include such securities in any 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 securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any 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 of a majority of the Registrable Securities then outstandingShamrock, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder to (a) to include such securities in any registration filed under Section 1.2, Section 1.3 or Section 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 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 any securities held by such holder or prospective holderregistration.

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 of a majority of the Registrable Securities then outstandingOutstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any 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 securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of any 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 of a majority at least 66%% of the Registrable Securities then outstandingCommon Stock, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder to (ai) to include such securities in any registration unless 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 any securities held by such holder or prospective holderholder during any period in which the Registration Statement relating to the Demand or 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 of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (ai) to include such securities in any registration 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 the amount number of the Registrable Securities of the Holders that are included or (bii) to demand registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 5.9.

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 of a majority of the Registrable Securities then outstandingRequisite Investors, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any 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 securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of any 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 of a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.3 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 make a demand registration of any securities held by such holder or prospective holderregistration.

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 of a majority of the Registrable Securities then outstandingheld by all Holders, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (ai) to include such securities in any registration 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 the amount number of the Registrable Securities of the Holders that are included or (bii) to demand registration of their securities; provided that this limitation shall not apply to any securities held by such holder or prospective holderadditional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.

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 of a majority 60% of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow provide to such holder or prospective holder (a) the right to include such securities in any registration 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 the amount number of the Registrable Securities of the Holders that are included or (b) included; provided that this limitation shall not apply to demand registration of any securities held by such holder or prospective holderPurchaser 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 of a majority of the Registrable Securities then outstandingInitiating Holders, enter into any agreement with any holder or prospective holder of any securities of the Company which that would (i) allow such holder or prospective holder (a) to include such securities in any registration 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 the amount number of the Registrable Securities of the Holders that are included included; or (bii) allow such holder or prospective holder to initiate a demand for registration of any 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 of a majority of the Registrable Securities then outstandingRequisite Investors, enter into any agreement with any holder or prospective holder of any securities of the Company which that (1) would allow such holder or prospective holder (a) to include such securities in any registration 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 the amount number of the Registrable Securities of the Holders that are included or (b2) allow such holder or prospective holder to initiate a demand for registration of any 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 of holding a majority of the Registrable Securities then outstandingoutstanding (excluding any of such shares held by any Holders whose rights to request registration or inclusion in any registration pursuant to this Section 2 have terminated in accordance with Section 2.14), enter into any agreement with any holder or prospective holder of any securities of the Company which would allow giving such holder or prospective holder (a) to include such securities in any registration unless under rights the terms of such agreement, which are senior to the registration rights granted to the Holders hereunder or would give 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) right to demand registration of any such holder’s securities held by such holder or prospective holderof 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 of holding a majority of the Registrable Securities then outstanding, held by all Holders (excluding for purposes of this Section 2.11 any Registrable Securities held by a Strategic Investor or a Competitor Transferee) enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 2.1, Section 2.2 or Section 2.3 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 any securities held by such holder or prospective holdertheir 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 of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (ai) to include such securities in any registration 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 the amount number of the Registrable Securities of the Holders that are included or (bii) to demand registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 6.2.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the The Company shall not, without the prior written consent of the Holders of a majority at least sixty percent (60%) of the Registrable Securities then outstandingSecurities, enter into any agreement (other than this Agreement) with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities of the Company in any registration unless under statement upon terms which are the terms of such agreement, same or more favorable to such holder or prospective holder than the terms on which holders of Registrable Shares may include shares in such securities registration unless such inclusion will not result in any such registration only to the extent that the inclusion of such securities will not reduce the amount reduction of the Registrable Securities of included in such registration statement by the Holders that are included or (b) to make a demand registration of any securities held by which could result in such holder or prospective holderregistration statement being declared effective prior to the dates set forth in Section 2.1.

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 of a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.3 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 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 any securities held by such holder or prospective holderregistration.

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 of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (ai) to include such securities in any registration 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 the amount number of the Registrable Securities of the Holders that are included or (bii) to initiate a demand for registration of any 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 of a majority of the Registrable Securities then outstandingInvestor, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any 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 securities will not reduce the amount of the Registrable Securities of the Holders Investor that are included or (b) to demand registration of any 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 of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that (i) would allow such holder or prospective holder (ai) to include such securities in any registration 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 the amount number of the Registrable Securities of the Holders that are included included; or (bii) allow such holder or prospective holder to initiate a demand for registration of any 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 of a majority at least sixty-six and two-thirds (66 2/3) of the Registrable Securities then outstanding, outstanding enter into any agreement with any holder or prospective holder of any securities of the Company which that (i) would provide to such holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder (a) to include such securities in any 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 securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any 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 of a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 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 which is included or (b) to make a demand registration of any securities held by which could result in such holder or prospective holder.registration

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, except with respect to assignees as contemplated by Section 4 hereof, the Company shall not, without the prior written consent of the Holders of holding a majority of the Registrable Securities then outstandingShares, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (ai) to include such securities in any registration 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 the amount number of the Registrable Securities Shares of the Holders that are included or (bii) allow such holder or prospective holder to initiate a demand for registration of any 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 of a majority of the Registrable Securities then outstanding, Requisite Investors enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (ai) to include such securities in any registration 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 the amount number of the Registrable Securities of the Holders that are included or (bii) to demand registration of any 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 of a majority of the Registrable Securities Conversion Shares then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that (i) would allow such holder or prospective holder (a) to include such securities in any registration 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 the amount number of the Registrable Securities Conversion Shares of the Holders Investors that are included included; or (bii) allow such holder or prospective holder to initiate a demand for registration of any 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 of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that (i) would provide to such holder the right to include securities in any registration, unless the inclusion of such securities is on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include or (ii) allow such holder or prospective holder (a) to include such securities in any 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 securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any 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 of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (ai) to include such securities in any 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 securities will not reduce the amount of the Registrable Securities of the Holders that are included or (bii) to demand registration of any securities held by such holder or prospective holder.

Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall will not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstandingHolders, enter into any agreement with any holder or prospective holder of any securities of the Company which that would (a) provide to such holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all Registrable Securities that they wish to so include or (b) allow such holder or prospective holder (a) to include such securities in any 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 securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any 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 of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any registration 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 the amount number of the Registrable Securities of the Holders that are included or subordinate the rights of the Holders hereunder, or (b) allow such holder or prospective holder to initiate a demand for registration of any 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 of a majority in interest of the Registrable Securities then outstandingSeries D Investors, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (ai) to include any of such securities in any registration unless filed under Article VI, 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 shall not reduce the amount number of shares of Capital Stock held by the Registrable Securities of the Holders Series D Investors that are included or included, (bii) to demand registration of any securities held by their securities, or (iii) which grants such holder holders or prospective holderholders additional registration rights not provided to the Series D Investors hereunder without granting such additional rights to the Series D Investors.

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 of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include or (ii) allow such holder or prospective holder (a) to include such securities in any 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 securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any 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 of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would (i) allow such holder or prospective holder (a) to include such securities in any registration 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 the amount number of the Registrable Securities of the Holders that are included included; or (bii) allow such holder or prospective holder to initiate a demand for registration of any 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 of a majority of the Registrable Securities then outstandingRequisite Holders, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (ai) to include such securities in any registration 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 the amount number of the Registrable Securities of the Holders that are included or (bii) to initiate a demand registration of any 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 of a majority of the Registrable Securities then outstandingRequired Holders, enter into any agreement with any holder or prospective holder of any securities of the Company which other than the Holders that would allow such holder or prospective holder (a) to include such securities in any registration 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 the amount number of the Registrable Securities of the Holders that are included or (b) allow such holder or prospective holder to initiate a demand for registration of any 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 of a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 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 which is included or (b) to make a demand registration of any 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 of a majority of the Registrable Securities then outstandingHolders, enter into any agreement with any holder or prospective holder of any securities of the Company which that: (a) would provide to such holder the right to include securities in any registration on other than either (i) a pro rata basis with respect to the Registrable Securities or (ii) on a subordinate basis after all of the Holders have had the opportunity to include in the registration and offering all Registrable Securities that they wish to so include or (b) allow such holder or prospective holder (a) to include such securities in any 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 securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any 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 of a majority at least 51% of the Registrable Securities then outstandingoutstanding and not registered, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder to (ai) require the Company to effect a registration or (ii) include such any securities in any registration unless filed under Section 18(b), 18(c) or 18(i) 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 diminish the amount of the Registrable Securities of the Holders that are included or in such registration (b) except with respect to any demand registration rights of any securities held by such holder Holder or prospective holderHolder).

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 of a majority fifty percent (50%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would (i) allow such holder or prospective holder (a) to include such securities in any registration 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 the amount number of the Registrable Securities of the Holders that are included included; or (bii) allow such holder or prospective holder to initiate a demand for registration of any 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 of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (ai) to include such securities in any registration 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 the amount number of the Registrable Securities of the Holders that are included or (bii) to demand registration of any securities held by such holder or prospective holder; provided, however, that this limitation shall not apply to any additional Investor who becomes party to this Agreement in accordance with Section 3.11.

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 of a majority of the Registrable Securities then outstandingSponsor Holders, enter into any agreement with respect to its Securities that is inconsistent with the rights granted to the Holders by this Agreement, including by allowing any holder or prospective holder of any securities Securities of the Company which would allow such holder or prospective holder (a) to include such securities any Securities in any registration unless filed under Section 2.1, Section 2.2 or Section 2.3 hereof, unless, in each case, under the terms of such agreement, such holder or prospective holder may include such securities Securities in any such registration only to the extent that the inclusion of such securities Securities will not reduce diminish the amount of the Registrable Securities of the Holders that are included in such registration or (b) to require the Company to effect a registration pursuant to demand registration of any securities held by such holder or prospective holderrights.

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 of a majority of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.3 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 have any registration rights which are senior to, or on a parity with, those granted to the Holders of any securities held by such holder or prospective holderRegistrable Securities described in this 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 of a majority of the Registrable Securities then outstandingOutstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder holder: (ai) to include such securities in any registration 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 the amount number of the Registrable Securities of the Holders that are included included, or (bii) to demand registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 4.9.

Limitations on Subsequent Registration Rights. From Subject to Section 5.6(c), from and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, not enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 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 any securities held by such holder or prospective holdertheir 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 of a majority of the Registrable Securities then outstandingoutstanding Registerable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 7.3 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 be on the amount same basis as the inclusion of the Registrable Registerable Securities of the Holders that are included or (b) to demand registration of have any securities held by such holder or prospective holderincluded in any registration effected pursuant to Section 7.2.

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 of [a majority majority] of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any 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 securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of any 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 holders of a majority eighty-one percent (81%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (ai) to include such securities in any registration 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 the amount number of the Registrable Securities of the Holders Stockholders that are included or (bii) to demand registration of any 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 of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (ai) to include such securities in any registration 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 the amount number of the Registrable Securities of the Holders that are included or (bii) to demand registration of any securities held by such holder or prospective holder; provided, that this limitation shall not apply to any Additional Investor who becomes a party to this Agreement in accordance with Section 6.10.

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 of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 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 Holders that are included which is included, or (b) to make a demand registration of any securities held by which could result in such holder or prospective holder.registration statement being declared

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 of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed 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 securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of any 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 of a majority at least two-thirds of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that (i) would provide to such holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include, or (ii) would allow such holder or prospective holder (a) to include such securities in any 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 securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any securities held by such holder or prospective holder.

Limitations on Subsequent Registration Rights. As of the date hereof, no other holder of any Common Stock or Derivative Securities has the right to register its securities. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority sixty percent (60%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that (i) would provide to such holder the right to include securities in any registration on other than a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include or (ii) allow such holder or prospective holder (a) to include such securities in any 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 securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any 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 of a more than the majority of the Registrable Securities then outstanding, outstanding enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (ai) to include such securities in any registration 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 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 any 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 of a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 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 which is included or (b) to demand have registration rights that are senior or pari passu to the rights of any securities held by such holder or prospective holderthe Holders.

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 of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (ai) to include such securities in any registration 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 the amount number of the Registrable Securities of the Holders that are included included; or (bii) that allows such holder or prospective holder to initiate a demand for registration of any 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 of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (ai) to include such securities in any registration 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 the amount number of the Registrable Securities of the Holders that are included or (bii) to demand registration of any securities held by such holder or prospective holder.; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 3.9

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 of a majority of the Registrable Securities then outstandingProvidence Parties, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (ai) to include such securities in any registration 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 the amount number of the Registrable Securities of the Holders Stockholders that are included or (bii) to initiate a demand for registration of any securities Common Stock 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 unanimous approval of the Holders Company’s Board of a majority of the Registrable Securities then outstandingDirectors, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.3 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 any securities held by such holder or prospective holdertheir 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 of a majority two-thirds (2/3) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any 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 securities will not reduce the amount number of the Registrable Securities of the Holders that are included or (b) to demand registration of any 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 of a majority Investors holding 75% of the Registrable Securities then outstandingoutstanding and held by all Investors, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (ai) to include such securities in any registration 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 the amount number of the Registrable Securities of the Holders that are included or (bii) to demand registration of any 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 of a majority of the Registrable Securities then outstandingInvestor, enter into any agreement with any holder or prospective holder of any securities of the Company which that (i) would allow such holder or prospective holder (ai) to include such securities in any registration 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 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 any 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 of a majority at least fifty percent (50%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that (i) would provide to such holder the right to include securities in any registration on other than a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include or (ii) allow such holder or prospective holder (a) to include such securities in any 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 securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any 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 of a majority of the Registrable Securities then outstandingHolder, enter into any agreement with any holder or prospective holder of any securities of the Company which other than a Holder that would allow such holder or prospective holder (ai) to include such securities in any registration 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 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 any securities held by such holder or prospective holder.

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 of a majority of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.3, 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 any securities held by such holder or prospective holdertheir 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 of a majority of the Registrable Securities then outstandingeach Investor, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (ai) to include such securities in any registration unless Registration unless, under the terms of such agreementagreement or arrangement, such holder or prospective holder may include such securities in any such registration Registration only to the extent that the inclusion of such securities will not reduce the amount number of the Registrable Securities of held by the Holders Investors that are to be included or (bii) to demand registration Registration of any 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 of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which would would: (i) allow such holder or prospective holder (a) to include such securities in any registration unless filed under Sections 1.02, 1.03 or 1.15 hereof if such inclusion would adversely affect the terms rights of such agreement, any Holder of Registrable Securities hereunder; or (ii) permit such holder or prospective holder may include such securities in to require the Company to initiate 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 any securities held by such holder or prospective holderof 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 of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that (i) would allow such holder or prospective holder (a) to include such securities in any registration 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 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 any 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 of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would allow such holder or prospective holder (a) to include such securities in any registration 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 the amount number of the Registrable Securities of the Holders that are included or (b) to demand registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Series B Holder who becomes a party to this Agreement in accordance with Section 3.6(d).

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 of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which that would (i) provide to such holder the right to include securities in any registration on other than a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include or (ii) allow such holder or prospective holder (a) to include such securities in any 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 securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to initiate a demand for registration of any 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 of a majority Majority in Interest of the Registrable Securities then outstandingInvestors, enter into any agreement with any holder or prospective holder of any securities of the Company which would that allow such holder or prospective holder (ai) to include such securities in any registration 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 the amount number of the Registrable Securities of the Holders Investors that are included included, or (bii) allow such holder or prospective holder to initiate a demand for registration of any 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 of holding a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under 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 holder's securities will not reduce the amount of the Registrable Securities of the Holders that are any Holder which is included or (b) to demand registration of any securities held by such holder or prospective holdertherein.

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 of a majority of the then outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed 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 any securities held by such holder or prospective holderwhich may be included.