Common use of Termination of Registration Rights Clause in Contracts

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five (5) years following the consummation of the Initial Offering or, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month period without registration in compliance with Rule 144 of the Act.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 with respect to a Registrable Security (i) after five the date on which that Registrable Security has been sold under a registration statement filed in accordance with this Agreement or (5ii) years following the consummation of the Initial Offering or, as to any Holder, such earlier time at which if all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month three-month period without volume limitation and without registration in compliance with Rule 144 of under the 1933 Act.

Termination of Registration Rights. No Holder holder shall be entitled to exercise any right provided for in this Section 1 after five (5) years following the consummation of the Initial Offering or, as to at any Holder, such earlier time at which all Registrable Securities held by when such Holder (and any affiliate of the Holder with whom such Holder must aggregate may sell all its sales under Rule 144) can be sold shares in any a three (3)-month 3) month period without registration in compliance with under Rule 144 of the Act.

Termination of Registration Rights. No (a) Except as set forth in paragraph (b) no Holder shall be entitled to exercise any right provided for in this Section 1 after five (5) years following the consummation of the Initial Offering or, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month period without registration in compliance with Rule 144 of the Act.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five (5) years following the consummation of the Initial Offering or, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder or other person with whom such Holder must aggregate its sales under Rule 144144 of the Securities Act) can be sold in any three without restriction (3)-month period including volume and manner-of-sale restrictions) on a single day without registration in compliance with Rule 144 of the ActSecurities Act (or any similar provision then in effect) and such Holder has received, upon such Holder’s request, an opinion of counsel to the Company to that effect.

Termination of Registration Rights. No The Holder shall no longer be entitled to exercise any right registration rights provided for in this Section 1 15.1 after five (5) years following the consummation of the Initial Offering or, as to any Holder, such earlier time at which all Registrable Securities Shares held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month three-month period without registration in compliance with Rule 144 of the Act.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five (5) years following at any time, and the consummation obligations of the Initial Offering or, as Company to any a Holder under this Section 1 shall terminate with respect to such Holder, when such earlier time at which Holder may sell all its Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any a three (3)-month 3) month period without registration in compliance with under Rule 144 of the Act.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after the earlier of (i) five (5) years following from the consummation date hereof with respect to Demand Registration Rights, or (ii) such time as Rule 144 or another similar exemption (without recourse to Rule 144(k) unless such Holder holds less than or equal to 2% of the Initial Offering or, as to any Stock) under the Securities Act is available for the sale of all of such Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any ’s shares during a three (3)-month period without registration in compliance with Rule 144 of the Act.registration,

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 4 after five the earlier of (5i) years following September 30, 2005; or (ii) the consummation of the Initial Offering or, as to any Holder, such earlier time at which when all Registrable Securities held by such Holder (and any affiliate can, in the opinion of counsel to the Holder with whom such Holder must aggregate its sales under Rule 144) can Company, be sold by a Holder in any three (3)-month a three-month period without registration in compliance with under the Securities Act pursuant to Rule 144 of the Act144.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after the earlier of (i) five (5) years following the consummation of an IPO, or (ii) such time as Rule 144 or another similar exemption under the Initial Offering or, as to any Securities Act is available for the sale of all of such Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any 's shares during a three (3)-month period without registration in compliance with Rule 144 of the Actregistration.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five (5) years following the consummation of the Initial Offering sale of securities pursuant to a Qualifying IPO or, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under SEC Rule 144) can be sold without restriction in any three (3)-month 3) month period without registration in compliance with SEC Rule 144 of the Act144.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 Article II after the earlier of (i) five (5) years following the consummation date the Company consummates the First Public Offering and is subject to the provisions of the Initial Offering or, as to any Holder, such earlier Exchange Act or (ii) the time at which when all Registrable Securities held by such Holder (and together with Registrable Securities held by any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month period without registration in compliance with pursuant to Rule 144 of the Act144.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five the earlier of (5i) three years following the consummation of a Qualified IPO, (ii) such time as Rule 144 or another similar exemption under the Initial Offering orSecurities Act is available for the sale of all of such Holder’s shares during a three-month period without registration, or (iii) upon termination of the Agreement, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold provided in any three (3)-month period without registration in compliance with Rule 144 of the ActSection 3.1.

Termination of Registration Rights. No The Holder shall no longer be entitled to exercise any right registration rights provided for in this Section 1 9.1 after five (5) years following the consummation of the Initial Offering or, as to any Holder, such earlier time at which all Registrable Securities Shares held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month three-month period without registration in compliance with Rule 144 144(k) of the Securities Act.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 (i) after five (5) years following the consummation of the Initial Offering or, IPO or (ii) as to any Holder, such earlier time at which such Holder can sell all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in it during any three (3)-month 3) month period without registration in compliance with Rule 144 of the Act144.

Termination of Registration Rights. No The Holder shall no longer be entitled to exercise any right registration rights provided for in this Section 1 9.1 after five (5) years following the consummation of the Initial Offering or, as to any Holder, such earlier time at which all Registrable Securities Shares held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month three-month period without registration in compliance with Rule 144 144(k) of the Act.

Termination of Registration Rights. No Notwithstanding anything in this Section 1 to the contrary, no Holder shall be entitled to exercise any right provided for in this Section 1 after five 1: (5i) at any time more than two (2) years following the consummation date after the Company becomes a Public Company or (ii) at such time as such Holder is able to sell all of the Initial Offering or, as to any such Holder, such earlier time at which all 's Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month a single three-month period without registration in compliance with Rule 144 of the Act144.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after the earlier of (a) five (5) years following the consummation of a Qualified IPO, (b) such time after the Initial Offering or, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate expiration of the Holder with whom lock-up period described in Section 1.14(a) above as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month Holder’s shares during a three-month period without registration or (c) upon termination of this Agreement, as provided in compliance with Rule 144 of the ActSection 3.1.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five the earlier of (5i) years following the consummation second (2nd) anniversary of the Initial Offering oreffective date of the registration statement filed pursuant to this Section 1, (ii) at such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of the Holders' shares during a three-month period without registration, or (iii) upon termination of the entire Agreement, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold provided in any three (3)-month period without registration in compliance with Rule 144 of the ActSection 4.1.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five (5) years following at any time, and the consummation obligations of the Initial Offering or, as Company to any a Holder under this Section 1 shall terminate with respect to such Holder, when such earlier time at which Holder may sell all its Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any a three (3)-month 3) month period without registration in compliance with under Rule 144 of the ActAct (whether or not such Registrable Securities are then held in the form of Common Shares).

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five three (53) years following the consummation of the Initial Offering or, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month period without registration in compliance with Rule 144 of the Act.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after the earlier of (i) five (5) years following the consummation of a Qualified IPO, or (ii) such time as Rule 144 or another similar exemption under the Initial Offering or, as to any Securities Act is available for the sale of all of such Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any 's shares during a three (3)-month period without registration in compliance with Rule 144 of the Actregistration.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five three (53) years following the consummation of the Initial Offering or(except that the piggyback right provided for in Section 1.3 shall expire in accordance with the terms of Section 1.3), nor, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month period without registration in compliance with Rule 144 of the Act.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five seven (57) years following the consummation of the Initial Offering orMerger Closing Date; provided, as to any however, that a Holder, such ’s rights provided for in this Section 1 shall terminate earlier time at which all Registrable Securities held by when such Holder (and any affiliate of the Holder with whom such Holder must aggregate may sell all its sales under Rule 144) can be sold shares in any a three (3)-month 3) month period without registration in compliance with under Rule 144 of the ActSecurities Act (without reference to Rule 144(k)).

Termination of Registration Rights. No Holder holder shall be entitled to exercise any right provided for in this Section 1 after five (5) years following the consummation of the Initial Offering or, as to at any Holder, such earlier time at which all Registrable Securities held by when such Holder (and any affiliate of the Holder with whom such Holder must aggregate may sell all its sales under Rule 144) can be sold shares in any a three (3)-month 3) month period without registration in compliance with under Rule 144 of the Securities Act.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five the earlier of (5i) four (4) years following the consummation of a Qualified IPO, or (ii) such time as Rule 144 or another similar exemption under the Initial Offering or, as to any Securities Act is available for the sale of all of such Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any 's shares during a three (3)-month period without registration in compliance with Rule 144 of the Actregistration.

Termination of Registration Rights. No Holder shall be entitled to exercise any right Registration rights provided for in this Section 1 after five 2 or Section 3 hereof following the earlier to occur of: (5i) years following the closing of a Liquidation Event, (ii) the fifth (5th) anniversary of the consummation of the Initial Offering oran IPO or (iii) at such time, as to any Holderfollowing an IPO, such earlier time at which when all Registrable Securities held by such Holder (and any affiliate Affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month period without registration limitation and without Registration in compliance with Rule 144 of promulgated under the Securities Act.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after on the earlier of (i) five (5) years following the consummation of a Qualified IPO or (ii) such time as Rule 144 or another similar exemption under the Initial Offering or, as to any Securities Act is available for the sale of all of such Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any ’s shares during a three (3)-month period without registration in compliance with Rule 144 of the Actregistration.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five the earlier of (5i) years following the consummation of the Initial Offering or, as with respect to any Holder, at such earlier time at which after the Qualified IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all Registrable Securities held by of such Holder Holder’s shares during a three-month period without registration, or (and any affiliate ii) upon termination of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold Agreement, as provided in any three (3)-month period without registration in compliance with Rule 144 of the ActSection 3.1.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five the earlier of (5i) years following the consummation of the Initial Offering or, as with respect to any Holder, at such earlier time at which after the Company’s initial public offering as Rule 144 or another similar exemption under the Securities Act is available for the sale of all Registrable Securities held by of such Holder Holder’s shares during a three-month period without registration, or (and any affiliate ii) upon termination of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold Agreement, as provided in any three (3)-month period without registration in compliance with Rule 144 of the ActSection 3.1.

Termination of Registration Rights. No Holder shall be entitled to exercise any registration right provided for in this Section 1 after the earlier of (i) five (5) years following the consummation of a Qualified IPO or (ii) such time as Rule 144(k) or another similar exemption under the Initial Offering or, as to any Securities Act is available for the sale of all of such Holder, such earlier time at which all ’s Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any during a three (3)-month 3) month period without registration in compliance with Rule 144 of the Actregistration.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 1.15 after the earlier of (a) five (5) years following the consummation of a Qualified IPO, (b) such time as Rule 144 or another similar exemption under the Initial Offering orSecurities Act is available for the sale of all of such Holder’s shares during a 90-day period without registration, or (c) upon termination of this Agreement, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold provided in any three (3)-month period without registration in compliance with Rule 144 of the ActSection 3.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five three (53) years following the consummation of the Initial Public Offering or, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three ninety (3)-month 90) day period without registration in compliance with Rule 144 of the Act.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five the earlier of (5i) one (1) years following the consummation of a Qualified IPO, or (ii) such time as Rule 144 or another similar exemption under the Initial Offering or, as to any Securities Act is available for the sale of all of such Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month 's shares during a three-month period without registration in compliance with Rule 144 of the Actregistration.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five the earlier of (5i) years following the consummation when all of the Initial Offering or, as to any such Holder, such earlier time at which all ’s Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales could be sold without restriction under Rule 144144(b)(1)(i) can be sold in any three within a ninety (3)-month 90) day period without registration the requirement for the Company to be in compliance with the current public information required under Rule 144 144(c)(1); (ii) the fifth anniversary of the ActCompany’s initial public offering or (iii) upon termination of the Agreement, as provided in Section 3.1.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five the earlier of: (5a) four (4) years following the consummation of the Initial Offering or, IPO or (b) as to any particular Holder, following the IPO and expiration of the restrictions described in Section 2.14 above, at such earlier time at which as such Holder and its affiliates hold Registrable Securities in aggregate representing less than 1% of the Company’s outstanding Common Stock and all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can affiliates may immediately be sold in any three (3)-month 3) month period without registration in compliance with under SEC Rule 144 of the Act144.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five (5) years following the consummation of the Initial Offering sale of securities pursuant to a Qualifying IPO or, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under SEC Rule 144) can be sold in any three (3)-month 3) month period without registration in compliance with SEC Rule 144 of the Act144.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 2 after the earlier of (i) five (5) years following the consummation of a Qualified IPO, (ii) such time as Rule 144 or another similar exemption under the Initial Offering orSecurities Act is available for the sale of all of such Holder’s shares during a three-month period without registration, or (iii) upon termination of the Agreement, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold provided in any three (3)-month period without registration in compliance with Rule 144 of the ActSection 4.1.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after the earlier of (a) five (5) years following the consummation of a Qualified IPO, (b) such time as Rule 144 or another similar exemption under the Initial Offering orSecurities Act is available for the sale of all of such Holder’s shares during a three-month period without registration, or (c) upon termination of this Agreement, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold provided in any three (3)-month period without registration in compliance with Rule 144 of the ActSection 3.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after the earlier of (i) five (5) years following the consummation of a Qualified IPO, or (ii) such time as Rule 144 or another similar exemption under the Initial Offering or, as to any Securities Act is available for the sale of all of such Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any ’s shares during a three (3)-month period without registration in compliance with Rule 144 of the Actand without limitation.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 (i) after five four (54) years following the consummation of the Initial Offering or, or (ii) as to any Holder, such earlier time after the Initial Offering at which such Holder (A) can sell all shares held by it in compliance with Rule 144(k) or (B) all Registrable Securities held by such Holder (and together with any affiliate Affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three one (3)-month 1)-month period without registration in compliance with Rule 144 of the Act144.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after the earlier of (i) five (5) years following the consummation of the Initial Offering or, sale of securities pursuant to a registration statement filed by the Company under the Act in connection with the initial firm commitment underwritten offering of its securities to the general public or (ii) such time as to any Rule 144 or another similar exemption under the Act is available for the sale of all of such Holder, such earlier time at which all Registrable Securities held by such Holder 's shares during a ninety (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month 90)-day period without registration in compliance with Rule 144 of the Actregistration.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after the earlier of (i) five (5) years following the consummation of a Qualified IPO, or (ii) such time as Rule 144 or another similar exemption under the Initial Offering or, as to any Securities Act is available for the sale of all of such Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any ’s shares during a consecutive three (3)-month period without registration in compliance with Rule 144 of the Actregistration.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five four (54) years following the consummation of the Initial Offering sale of securities pursuant to a registration statement filed by the Company under the Act in connection with the initial firm commitment underwritten offering of its securities to the general public, or, as with respect to any Holderindividual Holder or its transferee, such earlier time at which when all Registrable Securities held by such Holder (and any affiliate of the Holder with whom or such Holder must aggregate its sales transferee may be sold under Rule 144) can be sold in any three (3)-month period without registration in compliance with Rule 144 of under the ActAct within a given 90-day period.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after Agreement upon the earlier to occur of the following: (i) five (5) years following the consummation of the Initial Offering or, or (ii) as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and together with any affiliate affiliates of the Holder with whom such Holder must aggregate its sales under Rule 144144 promulgated under the Act) can be sold in is able to sell all Registrable Securities within any three (3)-month period without registration in compliance with Rule 144 of the Act3) month period.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 Agreement after five the earlier of (5i) seven years following the consummation of the Initial Offering orIPO, (ii) such time as to any Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month ’s shares during a three-month period without registration in compliance with Rule 144 or (iii) upon termination of the ActAgreement.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five (5) years following the consummation of the Initial Offering or, such time as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate together with its affiliates) may sell all of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month Registrable Securities during a three-month period without registration in compliance with registration, pursuant to Rule 144 of or another similar exemption under the Securities Act.

Termination of Registration Rights. No Notwithstanding anything in this Section 1 to the contrary, no Holder shall be entitled to exercise any right provided for in this Section 1 after five 1: (5i) at any time more than four (4) years following the consummation of date after the Initial Offering or, Company becomes a Public Company or (ii) at such time as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate is able to sell all of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold Holder's Registerable Securities in any three (3)-month a single three-month period without registration in compliance with Rule 144 of the Act144.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after the earlier of (i) five (5) years following the consummation of the Initial Offering ora Qualified IPO, as (ii) with respect to any a particular Holder, such earlier time at which as Rule 144 or another similar exemption under the Securities Act is available for the sale of all Registrable Securities held by of such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month Holder’s shares during a three-month period without registration registration, or (iii) upon termination of this Agreement, as provided in compliance with Rule 144 of the ActSection 3.1.

Termination of Registration Rights. No Holder shall be ---------------------------------- entitled to exercise any right provided for in this Section 1 after five (5) years following the consummation of the Initial Offering or, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month period without registration in compliance with Rule 144 of the Act.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 (a) after five (5) years following the consummation of the Initial Offering orOffering, or (b) as to any Holder, such earlier time after the Initial Offering at which such Holder can sell all Registrable Securities shares held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold it in any three (3)-month 3) month period without registration in compliance with Rule 144 of the Act144.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 2 after five (5) years following the consummation of the Initial Offering or, as to any Holder, such earlier time at which date all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can may be sold in any three (3)-month a single three-month period without registration in compliance with under Rule 144 of under the Securities Act.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 (except Section 1.10 hereof) after (i) five (5) years following the consummation of a Qualified IPO, and (ii) during such times as Rule 144 or another similar exemption under the Initial Offering or, as to any Securities Act is available for the sale of all of such Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any ’s shares during a three (3)-month 3) month period without registration in compliance with Rule 144 of the Actregistration.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five (5) years following the consummation of the Initial Offering a Qualified IPO or, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month period without registration in compliance with Rule 144 of the Act, provided that the shares held by such Holder are less than one percent (1%) of the Company’s outstanding securities.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five the earlier of (5a) two years following the consummation of a Qualified IPO, (b) such time as Rule 144 or another similar exemption under the Initial Offering orSecurities Act is available for the sale of all of such Holder’s shares during a three-month period without registration, or (c) upon termination of this Agreement, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold provided in any three (3)-month period without registration in compliance with Rule 144 of the ActSection 3.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five (5) years following the consummation of the Initial Offering or, as with respect to any Holder at such time after the Qualified IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month period ’s shares without registration in compliance with Rule 144 of the Actwithin any three-month period.

Termination of Registration Rights. No Holder shall be ---------------------------------- entitled to exercise any right provided for in this Section 1 after five (5) years following the consummation of the Initial Offering or, as to any Holder, such earlier time beginning after expiration of the "Market Standoff" set forth in Section 1.13 at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month period without registration in compliance with Rule 144 of the Act.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five (5) years following the consummation of the Initial Offering or, at such time as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month month period without registration in compliance with Rule 144 of the Act.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 6 after five six (56) years following the consummation date after which Holders may request registration of the Initial Offering or, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and pursuant to Section 6.2(a) nor at any affiliate of time when the Holder with whom such Holder must aggregate its sales under has the right to sell all of his Registrable Securities pursuant to SEC Rule 144) can be sold in any three (3)-month period without registration in compliance with Rule 144 of the Act144(k).

Termination of Registration Rights. No Notwithstanding anything in this Section 1 to the contrary, no Holder shall be entitled to exercise any right provided for in this Section 1 after five 1: (5i) at any time more than four (4) years following the consummation date of the Initial Offering or, Company's IPO or (ii) at such time as such Holder is able to any sell all of such Holder, such earlier time at which all 's Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month a single three-month period without registration in compliance with Rule 144 of the Act144.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five (5) years following the consummation of the Initial Offering or, Offering; provided however that as to any Holder, such Holder shall not be entitled to registration rights during such earlier time at which such Holder can immediately sell all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in 144 during any three ninety (3)-month period without registration in compliance with Rule 144 of the Act90)-day period.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five the earlier of (5i) four (4) years following the consummation of the Initial Offering orCompany's initial public offering, or (ii) such time as to any Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any 's shares during a three (3)-month 3) month period without registration in compliance with Rule 144 of the Actregistration.

Termination of Registration Rights. No Holder shall be entitled to exercise any right the registration rights provided for in this Section 1 Sections 1.2 or 1.3 after five the earlier to occur of (5i) years following October 1, 2003, or (ii) the consummation date on which such Holder may sell all of the Initial Offering or, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month 90-day period without registration in compliance with pursuant to the terms of SEC Rule 144 of the Actas such rule is then in effect.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after the earlier of (i) five (5) years following the consummation of a Qualified IPO, or (ii) such time as Rule 144 or another similar exemption under the Initial Offering or, as to any Securities Act is available for the sale of all of such Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month 's shares during a three-month period without registration in compliance with Rule 144 of the Actregistration.

Termination of Registration Rights. No Holder shall be entitled to exercise any registration right provided for in this Section 1 after the earlier of (i) five (5) years following the consummation of a Qualified IPO, or (ii) such time as Rule 144 or another similar exemption under the Initial Offering or, as to any Securities Act is available for the sale of all of such Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month 's shares during a three-month period without registration in compliance with registration, without reference to Rule 144 of the Act144(k).

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five 2 upon the earlier of (5a) the date seven (7) years following after the consummation effective date of a registration statement filed by the Company under the Securities Act in connection with the Initial Offering or, as or (b) with respect to any Holder, such earlier time at which all Registrable after the effective date of a registration statement filed by the Company under the Securities held by such Holder (and any affiliate of Act in connection with the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month period without registration in compliance with Initial Offering as Rule 144 or another similar exemption under the Securities Act is available for the sale of the Actall of such Holder’s shares without restriction.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 10 after five the earlier of (5i) years following such time as Rule 144 or another similar exemption under the consummation Securities Act is available for the sale of the Initial Offering or, as to any such Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any ’s shares without limitation during a three (3)-month month period without registration in compliance with Rule 144 or (ii) the day following the four year anniversary of the Actdate of issue.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five (5) years following the consummation of a QIPO, as defined in the Initial Offering Restated Certificate or, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three ninety (3)-month 90) day period without registration in compliance with Rule 144 of the Act.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after the earlier of (a) five (5) years following the consummation of the Initial Offering or, or (b) as to any Holder, the date after the Initial Offering on which such earlier time at which Holder can sell all Registrable Securities shares held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales it under Rule 144) can be sold in 144 without any three (3)-month period without registration in compliance with Rule 144 limitation on volume of the Actsales.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 with respect to Registrable Securities if (i) such Holder is eligible to sell, transfer or otherwise convey such Registrable Securities pursuant to Rule 144 in any three-month period or (ii) after five (5) years following the consummation of the Initial Offering orIPO, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month period without registration in compliance with Rule 144 of the Actwhichever is earlier.

Termination of Registration Rights. No The Holder shall not be entitled to exercise any right provided for in this Section 1 after five (5) years following the consummation of the Initial Offering or, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month three-month period without registration in compliance with Rule 144 of the Act.

Termination of Registration Rights. No Notwithstanding anything in this Section 1 to the contrary, no Holder shall be entitled to exercise any right provided for in this Section 1 after five 1: (5i) at any time more than four (4) years following the consummation date after the Company becomes a Public Company or (ii) at such time as such Holder is able to sell all of the Initial Offering or, as to any such Holder, such earlier time at which all 's Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month a single three-month period without registration in compliance with Rule 144 of the Act144.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 2 after five (5) years following the consummation of the Initial Public Offering or, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate Affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three ninety (3)-month 90) day period without registration in compliance with Rule 144 of the Act.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five (5) years following the consummation of the Initial Offering or, as to any Holder, such earlier time at which all any Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month three-month period without registration in compliance with Rule 144 or Rule 145 of the Act.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five (5) years following the consummation of the Initial Offering Qualified IPO or, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month period without registration in compliance with Rule 144 of the Act.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five (5) years following the consummation of the Initial a Qualified Public Offering or, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three ninety (3)-month 90) day period without registration in compliance with Rule 144 of the Act.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five the earlier of (5i) years following the consummation of the Initial Offering or, as with respect to any Holder, at such earlier time at which after the Qualified IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all Registrable Securities held by of such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month Holder’s shares during a three-month period without registration registration, or (ii) upon termination of this Agreement, as provided in compliance with Rule 144 of the ActSection 3.1.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five (5) years following the consummation of the Initial Offering or, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month period without registration in compliance with Rule 144 of the Act.its

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section CLAUSE 1 after five (5) years following the consummation of the Initial Offering Closing Date or, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month period without registration in compliance with Rule 144 of the Act.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five the earlier of (5i) six (6) years following the consummation of the Initial Offering or, sale of securities pursuant to a registration statement filed by the Company under the Securities Act in connection with the Qualified IPO or (ii) as to any Holder, such earlier time time, on or after the closing of the Company’s first registered public offering of Common Stock, at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month period free of restrictions and without registration in compliance with Rule 144 of the Securities Act.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five the earlier of (5i) three (3) years following the consummation of the Initial Offering or, sale of securities pursuant to a registration statement filed by the Company under the Act in connection with the initial firm commitment underwritten offering of its securities to the general public or (ii) as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month 90 day period without registration in compliance with Rule 144 of the Act.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five (5) years following the consummation such time as such Holder may sell all of the Initial Offering or, as to any such Holder, such earlier time at which all ’s Registrable Securities held or entitled to be held upon conversion by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month 90-day period without registration in compliance with a single transaction under Rule 144 of the ActSecurities Act (or similar exception).

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five (5) years following the consummation of the Initial Offering or, as to any Holder, such earlier time at which when all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month month period without registration in compliance with under Rule 144 of the Act144.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 2 after five (5) years following the consummation of the Initial Offering or, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month period without registration in compliance with Rule 144 of the Securities Act.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five the earlier of (5i) three (3) years following the consummation date hereof, or (ii) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of the Initial Offering or, as to any all of such Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any 's shares during a three (3)-month period without registration in compliance with Rule 144 of the Actregistration.

Termination of Registration Rights. No In addition to the other limitations contained herein, no Holder shall be entitled to exercise any right provided for in this Section 1 after five (5) years following the consummation of the Initial Offering or, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month four week period without registration in compliance with Rule 144 of the Act.

Termination of Registration Rights. No Holder shall be entitled to exercise any registration right provided for in this Section 1 Sections 1.2, 1.3 or 1.4 after the date five (5) years following the consummation of Closing Date (as defined in the Initial Offering Merger Agreement) or, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month 3) month period without registration in compliance with Rule 144 of the Act.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 Article 2 after the earlier of (i) five (5) years following the consummation of the sale of securities in an Initial Offering orPublic Offering, (ii) such time as to any Rule 144 or another similar exemption under the Act is available for the sale of all of such Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any 's shares during a three (3)-month period without registration in compliance with Rule 144 of the Actregistration.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after the earlier of (i) five (5) years following the consummation of the Initial Offering orsale of securities pursuant to a registration statement filed by the Company under the Act in connection with the initial firm commitment underwritten offering of its securities to the general public, or (ii) such time as to any Rule 144 or another similar exemption under the Act is available for the sale of all of such Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any ’s shares during a three (3)-month period without registration in compliance with Rule 144 of the Actregistration.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five seven (57) years following the consummation closing of the Initial Qualified Public Offering or, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month period without registration in compliance with Rule 144 of the Act.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five seven (57) years following the consummation of the Initial Offering orMerger Closing Date; provided, as to any however, that a Holder, such 's rights provided for in this Section 1 shall terminate earlier time at which all Registrable Securities held by when such Holder (and any affiliate of the Holder with whom such Holder must aggregate may sell all its sales under Rule 144) can be sold shares in any a three (3)-month 3) month period without registration in compliance with under Rule 144 of the ActSecurities Act (without reference to Rule 144(k)).

Termination of Registration Rights. No Holder shall be entitled ---------------------------------- to exercise any right provided for in this Section 1 after the earlier of (i) five (5) years following the consummation of the Initial Offering or, Offering; and (ii) as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month 3) month period without registration in compliance with Rule 144 of the Act.

Termination of Registration Rights. No Holder Holders shall be entitled to exercise any right provided for in this Section 1 after five the earlier of (5i) seven (7) years following the consummation of a Qualified IPO, or (ii) such time as Rule 144 or another similar exemption under the Initial Offering or, as to any Securities Act is available for the sale of all of such Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any 's shares during a three (3)-month period without registration in compliance with Rule 144 of the Actregistration.

Termination of Registration Rights. No Holder shall be entitled ---------------------------------- to exercise any right provided for in this Section 1 after (a) five (5) years following the consummation of the Initial Offering or, (b) as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month period without registration in compliance with Rule 144 of the Act.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 2 (i) after five three (53) years following the consummation of the Initial Offering orOffering, (ii) as to any Holder, such earlier time after the Initial Offering at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144A) can be sold in any three (3)-month period without registration sell all shares held by it in compliance with Rule 144 of the Act.or

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five (5) years following the consummation of the Initial Offering orFebruary 13, 2024; provided however that as to any Holder, such Holder shall not be entitled to registration rights during such earlier time at which such Holder can immediately sell all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144144 during any ninety (90) can be sold in any three (3)-month period without registration in compliance with Rule 144 of the Actday period.”

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five (5) years Agreement following the consummation earlier of: (i) the fifth (5th) anniversary of the Initial Offering ordate of this Agreement, or (ii) as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three ninety (3)-month 90) day period without registration in compliance with Rule 144 of the Act.

Termination of Registration Rights. No Holder shall be ---------------------------------- entitled to exercise any right provided for in this Section 1 after five three (53) years following the consummation of the Initial Offering or, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month period without registration in compliance with Rule 144 of the Act.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five the earlier of (5i) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder's shares during a three-month period without registration, (ii) three (3) years following after the consummation initial public offering of the Initial Offering orCompany's securities, or (iii) upon termination of the Agreement, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold provided in any three (3)-month period without registration in compliance with Rule 144 of the ActSection 3.1. 2.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after five (5) years following the consummation of the Initial Offering or, as to any Holder, such earlier time at which the Company's shares are publicly traded on a recognized national exchange, such Holder owns less than 5% of the Company's outstanding shares, and all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month period without registration in compliance with Rule 144 of the Act.