Amendment to Purchase Agreements. The Company shall have entered into an amendment to the Purchase Agreements between the Company and certain of its stockholders, in the form attached hereto as EXHIBIT E.
Amendment to Purchase Agreements. Paragraph (c) of Section 5.1 of each of the Purchase Agreements is hereby amended to read as follows (for ease of reference, changes are indicated by a single line through deleted text and underlining of inserted text):The term “Registrable Securities” shall mean (i) the shares of equity securities issuable upon conversion of the Notes sold in the Offering (or any successor security); (ii) the shares of equity securities issuable upon exercise of the Warrants; (iii) any shares of equity securities issuable upon conversion of the Related Party Notes (as defined in the Notes) that are assigned to holders of the Notes in connection with a Qualified IPO; and (iiv) any shares of equity securities issuable (or issuable upon the conversion or exercise of any warrant, right or other security that is issued) pursuant to a dividend or other distribution with respect to or in replacement of any Securities; provided, however, that securities shall only be treated as Registrable Securities if and only for so long as they (A) have not been disposed of pursuant to a registration statement declared effective by the SEC; (B) have not been sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act so that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale; (C) are held by a Holder or a permitted transferee of a Holder pursuant to Section 5.12; and (D) may not be disposed of under Rule 144 under the Securities Act without volume limitations, public information requirements or any other restriction
Amendment to Purchase Agreements