Common use of Holder Clause in Contracts

Holder. For purposes of this Section 2 and Sections 3 and 4 hereof, the term "HOLDER" means any person owning of record Registrable Securities that have not been sold to the public or pursuant to Rule 144 promulgated under the Securities Act or any assignee of record of such Registrable Securities to whom rights under such Sections have been duly assigned in accordance with this Agreement; provided, however, that for purposes of this Agreement, a record holder of shares of Series A Stock, Series B Stock or Series C Stock convertible into such Registrable Securities and a holder of Warrants exercisable for Registrable Securities shall be deemed to be the Holder of such Registrable Securities; provided further, that a holder of Warrant Stock with respect to such Warrant Stock and a holder of Macromedia with respect to such Common Stock shall not be a Holder for purposes of Sections 2.2 or 3 of this Agreement; and provided, further, that the Company shall in no event be obligated to register shares of Preferred Stock or Warrants, and Holders of Registrable Securities will not be required to convert their shares of Series A Stock, Series B Stock, or Series C Stock into Common Stock, and the holders of Warrants will not be required to exercise these securities for stock, in order to exercise the registration rights granted hereunder until immediately before the closing of the offering to which the registration relates.

Holder. For purposes of this Section 2 and Sections Section 3 and 4 hereof, the ------ term "HOLDERHolder" means any person owning of record Registrable Securities that have ------ not been sold to the public or pursuant to Rule 144 promulgated under the Securities Act or any assignee of record of such Registrable Securities to whom rights under such Sections this Section 2 have been duly assigned in accordance with this Agreement; provided, however, that for purposes of this Agreement, a record -------- ------- holder of shares of Series A Stock, Stock and/or Series B Stock or and/or Series C Stock and/or Series D Stock convertible into such Registrable Securities and a holder of Warrants exercisable for Registrable Securities shall be deemed to be the Holder of such Registrable Securities; provided provided, further, that -------- ------- (i) a holder of Warrant Stock with respect to such Warrant Stock and a holder of Macromedia with respect to such Common Stock Excluded Shares (as defined in Section 2.1(b)) shall not be a Holder with respect to such Excluded Shares for purposes of Sections 2.2 or 2.4 of this Agreement; (ii) a holder of Excluded Warrant Shares (as defined in Section 2.1(b)) shall not be a Holder with respect to such Excluded Warrant Shares for purposes of Sections 2.2, 2.4 and 3 of this Agreement; and provided, further, that (iii) the Company shall in no event be obligated to register shares of Preferred Series A Stock or Warrants, and/or Series B Stock and/or Series C Stock and/or Series D Stock; and (iv) Holders of Registrable Securities will not be required to convert their shares of Series A Stock, Stock and/or Series B Stock, or Stock and/or Series C Stock and/or Series D Stock into Common Stock, and the holders of Warrants will not be required to exercise these securities for stock, Stock in order to exercise the registration rights granted hereunder until immediately before the closing of the offering to which the registration relates.

Holder. For purposes of this Section 2 and Sections 3 and 4 hereof, the term "HOLDERHolder" means any person owning of record Registrable Securities that have not been sold to the public or pursuant to Rule 144 promulgated under the Securities Act or any assignee of record of such Registrable Securities to whom rights under such Sections this Section 2 have been duly assigned in accordance with this Agreement; provided, however, that for purposes of this Agreement, a record holder of shares of Series A Stock, Stock or Series B Stock or Series C Stock or Series D Stock convertible into such Registrable Securities and a holder of Warrants exercisable for Registrable Securities shall be deemed to be the Holder of such Registrable Securities; provided provided, further, that a holder of Warrant Stock with respect to such Warrant Stock and a holder of Macromedia with respect to such Common Stock Merger Shares (as defined in Section 2.1(b)) shall not be a Holder with respect to such Merger Shares for purposes of Sections 2.2 2.2, 2.4 or 3 of this Agreement3; and provided, further, that the Company shall in no event be obligated to register shares of Preferred Series A Stock or WarrantsSeries B Stock or Series C Stock or Series D Stock or warrants therefor or for Common Stock, and that Holders of Registrable Securities will not be required to convert their shares of Series A Stock, Stock or Series B Stock, Stock or Series C Stock or Series D Stock into Common Stock, and the holders of Warrants will not be required to exercise these securities for stock, Stock in order to exercise the registration rights granted hereunder hereunder, until immediately before the closing of the offering to which the registration relates."

Holder. For purposes of this Section 2 and Sections 2, 3 and 4 hereof4, the term "HOLDER" “Holder” means any person owning of record Registrable Securities that have not been sold to the public or pursuant to Rule 144 promulgated under the Securities Act or any assignee of record of such Registrable Securities to whom rights under such Sections have been duly assigned in accordance with this Agreement; provided, however, that for purposes of this Agreement, a record holder of shares of Series 1 Stock, Series A Stock, or Series B Stock or Series C Stock convertible into such Registrable Securities and a holder of Warrants exercisable for Registrable Securities shall be deemed to be the Holder of such Registrable Securities; provided and provided, further, that a holder of Warrant Stock with respect to such Warrant Stock and a holder of Macromedia with respect to such Common Stock shall not be a Holder for purposes of Sections 2.2 or 3 2 and 4 (but not Section 3), a record holder of this Agreement; the Warrant shall be deemed to be the Holder of the Registrable Securities issuable upon exercise thereof, and provided, further, that the Company shall in no event be obligated to register shares of Preferred Stock Series 1 Stock, Series A Stock, Series B Stock, or Warrants, the Warrant and that Holders of Registrable Securities will not be required to convert their shares of Series A 1 Stock, Series B A Stock, or Series C B Stock into Common Stock, and the holders of Warrants will not be required or to exercise these securities for stockthe Warrant, in order to exercise the registration rights granted hereunder hereunder, until immediately before the closing of the offering to which the registration relates. An Investor holding Registrable Securities that are Excluded Shares shall not be deemed a “Holder” with respect thereto for purposes Sections 2.2, 2.4, 3 or 4.2.

Holder. For purposes of this Section 2 and Sections 3 and Section 4 hereof, the term "HOLDER" means any person owning of record Registrable Securities that have not been sold to the public or pursuant to Rule 144 promulgated under the Securities Act or any assignee of record of such Registrable Securities to whom rights under such Sections this Section 2 have been duly assigned in accordance with this Agreement; providedPROVIDED, howeverHOWEVER, that for purposes of this Agreement, a record holder of shares of Series A Stock, Series B Stock or Series C Stock convertible into such Registrable Securities and a holder of Warrants exercisable for Registrable Securities shall be deemed to be the Holder of such Registrable Securities; provided furtherPROVIDED FURTHER, that a holder of Warrant Stock with respect to such Warrant Stock and a holder of Macromedia with respect to such Common Stock Excluded Shares (as defined in Section 2. l(b)) shall not be a Holder with respect to such Excluded Shares for purposes of Section 2.2 (and as to the Levy Shares, Sections 2.2 2.4 or 3 3) of this Agreement; and provided, furtherPROVIDED FURTHER, that the Company shall in no event be obligated to register shares of Preferred Series A Stock, Series B Stock or WarrantsSeries C Stock, and that Holders of Registrable Securities will not be required to convert their shares of Series A Stock, Series B Stock, Stock or Series C Stock Stock, as the case may be, into Common Stock, and the holders of Warrants will not be required to exercise these securities for stock, Stock in order to exercise the registration rights granted hereunder hereunder, until immediately before the closing of the offering to which the registration relates.

Holder. For purposes of this Section 2 and Sections 3 and 4 hereof, the term "HOLDER" “Holder” means any person owning of record Registrable Securities that have not been sold to the public or pursuant to Rule 144 promulgated under the Securities Act or any assignee of record of such Registrable Securities to whom rights under such Sections this Section 2 have been duly assigned in accordance with this Agreement; provided, however, that for purposes of this Agreement, a record holder of shares of Series A Stock, Series B Preferred Stock or Series C Stock convertible into such Registrable Securities and a holder of Warrants exercisable for Registrable Securities shall be deemed to be the Holder of such the Registrable SecuritiesSecurities issuable upon conversion thereof; provided further, that a holder of Warrant Stock with respect to such Warrant Stock and a holder of Macromedia with respect to such Common Stock shall not be a Holder for purposes of Sections 2.2 or 3 of this Agreement; and provided, further, that the Company shall in no event be obligated to register shares of Preferred Stock or Warrants, and that Holders of Registrable Securities will not be required to convert their shares of Series A Stock, Series B Stock, or Series C Preferred Stock into Common Stock, and the holders of Warrants will not be required to exercise these securities for stock, Stock in order to exercise the registration rights granted hereunder as to such Registrable Securities until immediately before the closing of the offering to which the registration relates; provided, however, the holder of the Series B Warrants (or shares of Series B Preferred Stock or Common Stock directly or indirectly issued upon exercise thereof), the holders of the Series D Warrant (or shares of Series D Preferred Stock or Common Stock directly or indirectly issued upon exercise thereof) and the holder of any warrants issued pursuant to the JPMC Warrant Agreement (or shares of Common Stock or Nonvoting Common Stock directly or indirectly issued upon exercise thereof) shall only be a “Holder” under this Agreement for purposes of Sections 2.3, 2.5, 2.6, 2.7, 2.8, 2.9, 2.10, 2.11, 4.1(b) and 4.2.

Holder. For purposes of this Section 2 and Sections 3 and 4 hereof, the term "HOLDERHolder" means any person owning of record Registrable Securities that have not been sold to the public or pursuant to Rule 144 promulgated under the Securities Act or any assignee of record of such Registrable Securities to whom rights under such Sections this Section 2 have been duly assigned in accordance with this Agreement; provided, however, that for purposes of this Agreement, a record holder of shares of Series A Stock, Series B Stock or Series C Preferred Stock convertible into such Registrable Securities and a holder of Warrants exercisable for Registrable Securities shall be deemed to be the Holder of such Registrable Securities; provided further, that a holder Holder of Warrant Stock with respect to such Warrant Stock and a holder of Macromedia with respect to such Common Stock Excluded Shares (as defined in Section 2.1(b)) shall not be a Holder with respect to such Excluded Shares for purposes of Sections 2.2 2.2, 2.4 or 3 of this Agreement; provided further, that a Holder of Lighthouse Shares shall not be a Holder with respect to such Lighthouse Shares for purposes of Section 3 of this Agreement; and provided, provided further, that the Company shall in no event be obligated to register shares of Preferred Stock or WarrantsStock, and that Holders of Registrable Securities will not be required to convert their shares of Series A Stock, Series B Stock, or Series C Preferred Stock into Common Stock, and the holders of Warrants will not be required to exercise these securities for stock, Stock in order to exercise the registration rights granted hereunder until immediately before the closing of the offering to which the registration relates.of

Holder. For purposes of this Section 2 and Sections 3 and 4 hereof, the The term "HOLDERHolder" means any person owning of record ------ ------ Registrable Securities that have not been sold to the public or pursuant to Rule 144 promulgated under the Securities Act or any assignee of record of such Registrable Securities to whom rights under such Sections this Section 2 have been duly assigned in accordance with this Agreement; provided, however, that for purposes -------- ------- of this Agreement, a record holder of shares of Series A Stock, Series B Stock or Series C Preferred Stock convertible into such Registrable Securities and a holder of Warrants exercisable for Registrable Securities shall be deemed to be the Holder of such Registrable Securities; provided further, that ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be deemed a Holder only -------- ------- for the purpose of this Section 2 and ▇▇▇▇ ▇▇▇▇ shall be deemed a Holder only for the purpose of Section 2 and 3; provided, further, that a holder of Warrant Stock with respect to such Warrant Stock and a holder of Macromedia with respect to such Common Stock -------- ------- Founders' Shares (as defined in Section 2.1(b)) shall not be a Holder with respect to such Founders' Shares for purposes of Sections Section 2.2 or 3 of this Agreement; and provided, further, that the Company shall in no event be obligated to -------- ------- register shares of Preferred Stock or Warrants, and that Holders of Registrable Securities will not be required to convert their shares of Series A Stock, Series B Stock, or Series C Preferred Stock into Common Stock, and the holders of Warrants will not be required to exercise these securities for stock, Stock in order to exercise the registration rights granted hereunder hereunder, until immediately before the closing of the offering to which the registration relates.

Holder. For purposes of this Section 2 and Sections 2, 3 and 4 hereofof this Agreement, the term "HOLDER" “Holder” means any person owning of record Registrable Securities that have not been sold to the public or pursuant to Rule 144 promulgated under the Securities Act Securities, or any assignee of record of such Registrable Securities to whom rights under such Sections Section 2 or Section 3 have been duly assigned in accordance with this Agreement; provided, however, that for purposes of this Agreement, (i) a record holder of shares of Series A Stock, Series B Stock or Series C Preferred Stock convertible into such Registrable Securities and a holder of Warrants exercisable for Registrable Securities shall be deemed to be the Holder of such Registrable Securities; provided further, that Securities (ii) a record holder of Warrant shares of Series D Preferred Stock with respect to convertible into such Warrant Stock Series D Registrable Securities shall be deemed the Holder of such Series D Registrable Securities, and (iii) a record holder of Macromedia with respect to shares of Series D’ Preferred Stock convertible into such Common Stock Series D’ Registrable Securities shall not be a deemed the Holder for purposes of Sections 2.2 or 3 of this Agreementsuch Series D’ Registrable Securities; and provided, further, that the Company shall in no event be obligated to register shares of Preferred Stock or WarrantsStock, and the Holders of Registrable Securities will not be required to convert their shares of Series A Stock, Series B Stock, or Series C Preferred Stock into Common Stock, and the holders of Warrants will not be required to exercise these securities for stock, Stock in order to exercise the registration rights granted hereunder until immediately before the closing of the offering to which the registration relatesrelates (and then only to the extent necessary to sell the Registrable Securities to be sold in such offering).

Holder. For purposes of this Section 2 and Sections 3 and 4 hereof, the term "HOLDERHolder" means any person owning of record Registrable Securities that have not been sold to the public or pursuant to Rule 144 promulgated under the Securities Act or any assignee of record of such Registrable Securities to whom rights under such Sections this Section 2 have been 4 duly assigned in accordance with this Agreement; provided, however, that for purposes of this Agreement, a record holder of shares of Preferred Stock shall be deemed to be the Holder of Registrable Securities into which such Preferred Stock is convertible solely for the purposes of Sections 2 and 3 of this Agreement; provided, further, that for purposes of this Agreement, a record holder of Series A StockWarrants, the Series B Stock Warrant or the Series C Stock convertible into such Registrable Securities and a holder of D Warrants exercisable for such Registrable Securities shall be deemed to be the Holder of such Registrable Securities; provided further, that a holder of Warrant Stock with respect to such Warrant Stock and a holder of Macromedia with respect to such Common Stock shall not be a Holder Securities solely for purposes of Sections 2.2 or 3 Section 2 of this Agreement; and provided further, that for purposes of this Agreement, a record holder of the Series C Warrant exercisable for such Registrable Securities shall be deemed to be the Holder of such Registrable Securities solely for purposes of Section 2 of this Agreement excluding Subsection 2.2; provided, further, that the Company shall in no event be obligated to register shares of Preferred Stock Stock, the Series A Warrants, the Series B Warrant, the Series C Warrant or the Series D Warrants, and that Holders of Registrable Securities will not be required to convert their shares of Preferred Stock into Common Stock or exercise their Series A StockWarrants, Series B StockWarrant, Series C Warrant or Series C Stock into Common Stock, and the holders of D Warrants will not be required to exercise these securities for stock, in order to exercise the registration rights granted hereunder hereunder, until immediately before the closing of the offering to which the registration relates.

Holder. For purposes of this Section 2 and Sections 3 and 4 hereof, the term "HOLDER" “Holder” means any person owning of record Registrable Securities that have not been sold to the public or pursuant to Rule 144 promulgated under the Securities Act or any assignee of record of such Registrable Securities to whom rights under such Sections this Section 2 have been duly assigned in accordance with this Agreement; provided, however, that for purposes of this Agreement, a record holder of shares of Preferred Stock or the Series A Stock, Series B Stock Warrant exercisable for Registrable Securities or Series C Stock shares of convertible securities that are convertible into such Registrable Securities and a holder of Warrants exercisable for Registrable Securities shall be deemed to be the Holder of such Registrable Securities; provided further, that a holder of Warrant Stock with respect to such Warrant Stock and a holder of Macromedia with respect to such Common Stock Excluded Shares (as defined in Section 2.1(b)) shall not be a Holder with respect to such Excluded Shares for purposes of Sections 2.2 2.2, 2.4, 2.12, 3 or 3 4 of this Agreement; and provided, further, that the Company shall in no event be obligated to register shares of Preferred Stock or Warrants, the Series A Warrant and that Holders of Registrable Securities will not be required to convert their shares of Series A Stock, Series B Stock, or Series C Preferred Stock into Common Stock, and the holders of Warrants will not be required Stock (or to exercise these securities for stock, the Series A Warrant) in order to exercise the registration rights granted hereunder as to such Registrable Securities until immediately before the closing of the offering to which the registration relates.

Holder. For purposes of this Section 2 and Sections 3 and 4 hereof, the term "HOLDER" “Holder” means any person owning of record Registrable Securities that have not been sold to the public or pursuant to Rule 144 promulgated under the Securities Act or any assignee of record of such Registrable Securities to whom rights under such Sections this Section 2 have been duly assigned in accordance with this Agreement; provided, however, that for purposes of this Agreement, a record holder of shares of Series A Stock, Series B Stock or Series C Preferred Stock convertible into such Registrable Securities and a holder of Warrants exercisable for Registrable Securities shall be deemed to be the Holder of such Registrable Securities; provided further, that Securities and a record holder of Warrant Stock with respect any of the Warrants directly or indirectly exercisable for such Registrable Securities shall be deemed to be the Holder of such Warrant Stock and a holder of Macromedia with respect to such Common Stock shall not be a Holder for purposes of Sections 2.2 Registrable Securities directly or 3 of this Agreementindirectly issuable upon exercise thereof); and provided, further, that the Company shall in no event be obligated to register shares of Preferred Stock or Warrants, Warrants and that Holders of Registrable Securities will not be required to convert their shares of Series A Stock, Series B Stock, or Series C Preferred Stock into Common Stock, and the holders of Warrants will not be required Stock or to exercise these securities for stock, their Warrants in order to exercise the registration rights granted hereunder hereunder, until immediately before the closing of the offering to which the registration relates.

Holder. For purposes of this Section 2 and Sections 3 and 4 hereof, the The term "HOLDER" means any person owning of record Registrable Securities that have not been sold to the public or pursuant to Rule 144 promulgated under the Securities Act or any assignee of record of such Registrable Securities to whom rights under such Sections set forth herein have been duly assigned in accordance with this Agreement; providedPROVIDED, howeverHOWEVER, that for purposes of this Agreement, a record holder of shares of Series A Stock, Series B Stock or Series C Stock convertible into such Registrable Securities Securities, a record holder of shares of Series A-1 Stock convertible into shares of Series A Stock that are convertible into such Registrable Securities, and a record holder of Warrants or the MPLLC Warrant exercisable for into such Registrable Securities Securities, shall each be deemed to be the Holder of such Registrable Securities; provided further, that a holder of Warrant Stock with respect to such Warrant Stock and a holder of Macromedia with respect to such Common Stock shall not be a Holder for purposes of Sections 2.2 or 3 of this Agreement; and provided, furtherPROVIDED FURTHER, that the Company shall in no event be obligated to register shares of Preferred Stock Series A Stock, Series ▇-▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, or Warrantsthe MPLLC Warrant, and that Holders of Registrable Securities will not be required to convert or exercise their shares of Series A Stock, Warrants or the MPLLC Warrant into Common Stock (or convert their shares of Series B Stock, or Series C A-1 Stock into Common shares of Series A Stock, and the holders of Warrants will not be required to exercise these securities for stock), in order to exercise the registration rights granted hereunder hereunder, until immediately before the closing of the offering to which the registration relates.

Holder. For purposes of this Section 2 and Sections 3 and 4 hereof, the term "HOLDER" means any person owning of record Registrable Securities that have not been sold to the public or pursuant to Rule 144 promulgated under the Securities Act or any assignee of record of such Registrable Securities to whom rights under such Sections this Section 2 have been duly assigned in accordance with this Agreement; provided, however, that for purposes of this Agreement, a record holder of shares of Series A Stock, Series B Stock Stock, or Series C Stock convertible into such Registrable Securities and a holder of Warrants exercisable for Registrable Securities shall be deemed to be the Holder of such Registrable Securities; provided provided, further, that a holder of Warrant Stock with respect to such Warrant Stock and a holder of Macromedia with respect to such Common Stock Additional Registrable Securities (as defined in Section 2.1(d)) shall not be a Holder with respect to such Additional Registrable Securities for purposes of Sections 2.2 2.2, 2.4 or 3 of this Agreement; and provided, further, that the Company shall in no event be obligated to register shares of Preferred Series A Stock, Series B Stock, or Series C Stock or Warrants, and that Holders of Registrable Securities will not be required to convert their shares of Series A Stock, Series B Stock, or Series C Stock into Common Stock, and the holders of Warrants will not be required to exercise these securities for stock, Stock in order to exercise the registration rights granted hereunder until immediately before the closing of the offering to which the registration relates.the

Holder. For purposes of this Section 2 and Sections 3 and 4 hereof, the term "HOLDERHolder" ------ ------ means any person owning of record Registrable Securities that have not been sold to the public or pursuant to Rule 144 promulgated under the Securities Act or to any assignee of record of such Registrable Securities to whom rights under such Sections this Section 2 have been duly assigned in accordance with this Agreement; provided, -------- however, that for purposes of this Agreement, a record holder of shares of Series A Stock, Series B Stock or Series C ------- Preferred Stock convertible into such Registrable Securities and a holder of Warrants exercisable for Registrable Securities shall be deemed to be the Holder of such Registrable Securities; provided further, that a holder of Warrant Stock with respect to such Warrant Stock and a holder of Macromedia with respect to such Common Stock -------- ------- Excluded Shares (as defined in Section 2.1(b) shall not be a Holder with respect to such Excluded Shares for purposes of Sections 2.2 2.2, 2.4 or 3 of this Agreement; and provided, further, that the Company shall in no event be -------- ------- obligated to register shares of Preferred Stock or WarrantsStock, and that Holders of Registrable Securities will not be required to convert their shares of Series A Stock, Series B Stock, or Series C Preferred Stock into Common Stock, and the holders of Warrants will not be required to exercise these securities for stock, Stock in order to exercise the registration rights granted hereunder hereunder, until immediately before the closing of the offering to which the registration relates.

Holder. For purposes of this Section 2 and Sections 3 and 4 hereof, the term "HOLDER" “Holder” means any person owning of record Registrable Securities that have not been sold who (i) is a party to the public this Agreement or pursuant to Rule 144 promulgated under the Securities Act or any (ii) is an assignee of record of such Registrable Securities to whom rights under such Sections this Section 2 have been duly assigned in accordance with this Agreement; provided, however, that for purposes of this Agreement, a record holder of outstanding shares of Series A Stock, Series B Preferred Stock or Series C Stock convertible into such Registrable Securities and a holder of Warrants exercisable for Registrable Securities shall be deemed to be the Holder of the Registrable Securities issuable upon the conversion of such Registrable Securities; provided further, that a shares of Preferred Stock and each holder of a TPG Warrant shall be considered to be the owner of the Registrable Securities issuable upon the exercise of such TPG Warrant or issuable upon the conversion of any shares of Preferred Stock with respect to or other capital stock issuable upon the exercise of such Warrant Stock and a holder of Macromedia with respect to such Common Stock shall not be a Holder for purposes of Sections 2.2 or 3 of this AgreementTPG Warrant; and provided, further, that the Company shall in no event be obligated to register shares of Preferred Stock or Warrants, the TPG Warrants and that Holders of Registrable Securities will not be required to convert their shares of Series A Stock, Series B Stock, or Series C Preferred Stock into Common Stock, and the holders of Warrants will not be required Stock or to exercise these securities for stock, the TPG Warrants in order to exercise the registration rights granted hereunder as to such Registrable Securities, until immediately before the closing of the offering to which the registration relates; provided, however, that a person who owns of record no Registrable Securities other than Excluded Shares shall not be a “Holder” for purposes of Section 2.2 or Section 2.12 of this Agreement and, for purposes of Section 2.2 and Section 2.12, no person shall be deemed to be a Holder to the extent that such person is a holder of Excluded Shares.

Holder. For purposes of this Section 2 and Sections 3 and 4 ------ hereof, the term "HOLDERHolder" means any person owning of record Registrable Securities that have not been sold to the public or pursuant to Rule 144 promulgated under the Securities Act or any assignee of record of such Registrable Securities to whom rights under such Sections this Section 2 have been duly assigned in accordance with this Agreement; provided, however, that for purposes of this Agreement, a record holder of shares of Series A Preferred Stock (or securities convertible into Preferred Stock, Series B Stock or Series C Stock ) convertible into such Registrable Securities and a holder of Warrants exercisable for Registrable Securities shall be deemed to be the Holder of such Registrable Securities; provided provided, further, that a holder of Warrant Stock with respect to such Warrant Stock and a holder of Macromedia with respect to such Common Stock Excluded Shares (as defined in Section 2.l(b)) shall not be a Holder with respect to such Excluded Shares for purposes of Sections Section 2.2 or 3 Section 2.4 of this Agreement; and provided, further, that the Company shall in no event be obligated to register shares of Preferred Stock or WarrantsStock, and that Holders of Registrable Securities will not be required to convert their shares of Series A Stock, Series B Stock, or Series C Preferred Stock into Common Stock, and the holders of Warrants will not be required to exercise these securities for stock, Stock in order to exercise the registration rights granted hereunder hereunder, until immediately before the closing of the offering to which the registration relates.