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 the earlier of (i) five (5) years following the consummation of a Qualified IPO, (ii) 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’s shares during a three-month period without registration, or (iii) upon termination of the Agreement, as provided in Section 3.1.

Termination of Registration Rights. (a) 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 the IPO, (ii) 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’s shares during a three-month period without registration, 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 the earlier of (i) five (5) years following the consummation of a Qualified an IPO, or (ii) 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’s 's shares during a three-month three (3)-month period without registration, 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 the earlier of (i) five (5) three years following the consummation of a Qualified IPO, (ii) 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’s shares during a three-month period without registration, or (iii) upon termination of the Agreement, as provided in Section 3.1.

Termination of Registration Rights. (a) No Holder shall be entitled to exercise any right provided for in this Section 1 2 after the earlier of three (i) five (53) years following the consummation of a Qualified the IPO, (ii) 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’s shares during a three-month period without registration, 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 2 after the earlier of (i) five (5) years following the consummation of a Qualified IPO, (ii) 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’s shares Registrable Securities without limitation during a three-month period without registration, or (iii) upon termination of the this Agreement, as provided in Section 3.14.1.

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, (ii) with respect to any Holder, 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’s shares during a without registration within any three-month period without registration, or (iii) upon termination of the Agreement, as provided in Section 3.1period.

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 four (54) years following the consummation of a Qualified IPO, (ii) 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’s shares during a three-month period without registration, or (iii) upon a Liquidation Transaction (as defined in the Restated Articles), or (iv) upon termination of the this 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 the earlier of (i) five (5) years following the consummation of a Qualified the IPO, (ii) 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’s shares during a three-month period without registration, 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 the earlier of (i) five (5) years following the consummation of a Qualified IPO, (ii) 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’s shares during a three-month three (3)-month period without registration, 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 the earlier earliest to occur of (i) five (5) years following the consummation of a Qualified an IPO, ; (ii) 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’s shares during a three-three (3) month period without registration, or ; and (iii) upon termination of the Agreement, as provided in Section 3.13.01.

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) 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’s shares during a three-month consecutive three (3)-month period without registration, 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 the earlier of (ia) five (5) years following the consummation of a Qualified IPO, (iib) 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’s shares during a three-month period without registration, or (iiic) upon termination of the this Agreement, as provided in Section 3.13.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after the earlier of (ia) five (5) years following the consummation of a Qualified IPO, (iib) with respect to any Holder, at such time after the Qualified IPO as when such Holder holds less than one percent of the outstanding securities of the Company and 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, or (iiic) 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 the earlier of (i) five (5) years following the consummation of a Qualified IPO, (ii) 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’s shares during a three-month period without registrationregistration and such Holder holds less than 5% of the outstanding capital stock of the Company, 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 the earlier of (ia) five (5) years following the consummation of a Qualified IPO, (iib) with respect to any Holder, at such time after the Qualified IPO expiration of the 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’s shares during a three-month period without registration, registration or (iiic) upon termination of the this 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 the earlier of (i) five one (51) years following the consummation of a Qualified IPO, or (ii) 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’s 's shares during a three-month period without registration, 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 the earlier of (ia) five (5) two years following the consummation of a Qualified IPO, (iib) 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’s shares during a three-month period without registration, or (iiic) upon termination of the this Agreement, as provided in Section 3.13.

Termination of Registration Rights. No Holder shall be entitled ---------------------------------- to exercise any right provided for in this Section 1 after the earlier of (ia) five (5) years following the consummation of a Qualified IPO, Qualifying IPO (iib) after a Qualifying Acquisition or (c) with respect to any HolderHolder which then owns one percent (1%) or less of the outstanding capital stock of the Company, at such time after as the Qualified IPO as Holder can sell all such stock under 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 any successor rule) without registration, or restriction (iii) upon termination of the Agreement, as provided in Section 3.1including without being subject to any sales volume limitation).

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, IPO or (ii) 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’s shares during a three-month three (3)-month period without registration, 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 the earlier of (i) five (5) 3 years following the consummation of a Qualified IPO, (ii) 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’s shares during a three3-month period without registration, or (iii) upon termination of the Agreement, as provided in Section 3.1a Liquidation Transaction.

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) 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’s shares during a three-month three (3)-month period without registration, or (iii) upon termination of the Agreement, as provided in Section 3.1registration and without limitation.

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) 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’s 's shares during a three-month period without registration, or (iii) upon termination of the Agreement, as provided in Section 3.1.

Termination of Registration Rights. (a) No Holder shall be entitled to exercise any right provided for in this Section 1 2 after the earlier of seven (i) five (57) years following the consummation of a Qualified the IPO, (ii) 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’s shares during a three-month period without registration, 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 the earlier of (i) five (5) three years following the consummation of a Qualified IPO, (ii) with respect to any Holder, at such time after beginning one year following the Qualified effective date of an IPO as when under Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares are available for sale during a three-month period without registration, 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 1.15 after the earlier of (ia) five (5) years following the consummation of a Qualified IPO, (iib) 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’s shares during a three90-month day period without registration, or (iiic) upon termination of the this Agreement, as provided in Section 3.13.

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) 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’s shares during a three-month period without registration, or (iii) upon termination of the Agreement, as provided in Section 3.14.1.

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) 5 years following the consummation of a Qualified IPO, (ii) with respect to any Holder, at such time after as the Qualified IPO as Company’s common stock is trading on a national securities exchange and the lock-up period described in Subsection 1.14(a) above has expired, and Rule 144 (or another similar exemption under the Securities Act any successor provision) 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 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 the earlier of (i) five (5) years following the consummation of a Qualified IPO, (ii) 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’s shares during a three-month period without registration, or (iiiii) 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 the earlier of (ia) five (5) years following the consummation of a Qualified IPO, (iib) with respect to any Holderfollowing the consummation of a Qualified IPO, at such time after as such Holder holds not more than one percent (1%) of the Qualified IPO as Company’s outstanding capital stock and 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, or (iiic) upon termination of the this Agreement, as provided in Section 3.13.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 2 after the earlier of (ia) five (5) years following the consummation of a Qualified an IPO, (iib) 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’s shares during a three-month period without registration, or (iiic) upon termination of the Agreement, as provided in Section 3.14.2.

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) 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’s 's shares during a three-month period without registration, or (iii) upon termination of the Agreement, as provided in Section 3.1without reference to Rule 144(k).

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 Agreement after the earlier of (i) five (5) seven years following the consummation of a Qualified the IPO, (ii) 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’s shares during a three-month period without registration, registration 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 the earlier of (i) five (5) years following the consummation of a Qualified IPO, or (ii) 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’s shares during a three-month period without registration, 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 registration right provided for in this Section 1 after the earlier of (i) five (5) years following the consummation of a Qualified IPO, IPO or (ii) with respect to any Holder, at such time after the Qualified IPO as Rule 144 144(k) or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares Registrable Securities during a three-three (3) month period without registration, 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 the earlier of (i) five (5) years following the consummation of a Qualified IPO, (ii) 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’s shares during a three-month period without registration, or (iiiii) upon termination of the this 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 the earlier of of: (ia) five (5) after three years following the consummation of a Qualified IPO, (iib) with respect to any Holder, at such time after following an initial public offering as such Holder holds less than 1.0% of the Qualified IPO outstanding securities of the Company as an as-converted fully-diluted basis and 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, or (iiic) upon following termination of the this Agreement, as provided in Section 3.13.

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 the earlier of (i) five (5) years following the consummation of a Qualified IPO, and (ii) with respect to any Holder, at during such time after the Qualified IPO times 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-three (3) month period without registration, 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 the earlier of (i) five (5) years following the consummation of a Qualified IPO, (ii) with respect to any a particular 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’s shares during a three-month period without registration, or (iii) upon termination of the this 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 the earlier of (i) five (5) years following the consummation of a Qualified IPO, (ii) with respect to any Holdersuch 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 time after Holder (and any affiliate of the Qualified IPO as Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three month period under 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, 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 2 after the earlier of (i) five (5) 5 years following the consummation of a Qualified IPO, (ii) 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’s shares during a three-month period without registrationregistration and if such shares then held by such Holder constitute less than one percent (1%) of the Company’s outstanding equity securities, or (iii) upon termination of the Agreement, as provided in Section 3.14.1.

Termination of Registration Rights. (a) No Holder shall be entitled to exercise any right provided for in this Section 1 after the earlier later to occur of (i) five (5) years following the consummation of a Qualified IPO, ; or (ii) 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 shall be entitled to sell such Holder’s 's shares during a three-month period without registration, or (iiirestriction pursuant to Rule 144(k) upon termination of the Agreement, as provided in Section 3.1Act.

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) two years following the consummation of a Qualified IPO, (ii) with respect to any Holder, at such time after as the Qualified IPO as Company’s Common Stock is publicly traded and 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, 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 the earlier of (ia) five (5) years following the consummation of a Qualified IPO, (ii) 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’s shares during a three-month period without registration, or (iiib) upon termination of the this Agreement, as provided in Section 3.14.

Termination of Registration Rights. (a) No Holder shall be entitled to exercise any right provided for in this Section 1 after the earlier of seven (i) five (57) years following the consummation of a Qualified the IPO, (ii) 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’s shares during a three-month period without registration, 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 ARTICLE I (a) at any time after the earlier of (i) five (5) years following the consummation of a Qualified the IPO, or (iib) at any time after the IPO at which all Registrable Securities held by such Holder can be sold in compliance with Rule 144(k) promulgated under the Securities Act, or (c) with respect to any Holder, at such time after Registrable Securities that are then currently the Qualified IPO as Rule 144 or subject of another similar exemption registration statement that has been filed by the Company with the SEC under the Securities 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 provided in Section 3.1Act.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 11 after the earlier of (i) five (5) years following the consummation of a Qualified IPO, (ii) with respect to any Holder, at such time after as the Qualified IPO as company’s shares are publicly traded on NASDAQ or on another United States national exchange and 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, or (iii) upon termination of the this 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 the earlier of (i) five two (52) years following the consummation of a Qualified IPO, (ii) 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’s 's shares during a three-month three (3)-month period without registration, or (iii) upon termination of the Agreemententire Agreement upon a change in control of the Company, 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 the earlier of (ia) five (5) years following the consummation of a Qualified IPO, (iib) 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’s shares Registrable Securities during a three-month period without registration, or (iiic) upon termination of the this Agreement, as provided in Section 3.13.

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, (ii) 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’s shares during a three-month period without registration, registration or (iii) upon termination of the Agreement, as provided in Section 3.1.

Termination of Registration Rights. No A Holder shall not be entitled to exercise any right provided for in this Section 1 2 after the earlier of (i) five (5) years following the consummation closing of a Qualified IPO, IPO or (ii) with respect to any Holder, at such time after that date following the Qualified IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of upon which such Holder’s shares during a three-month period without registration, or (iii) upon termination Holder holds less than 1% of the Agreement, as provided in Section 3.1then issued and outstanding shares of capital stock of the Company and such shares may be immediately sold under Rule 144(k) during any 90 day period.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 1(a) after the earlier of (i) five (5) years following the consummation of a Qualified IPO, (ii) with respect to any Holder, at such time after the Company’s Qualified IPO as Rule 144 or another similar exemption under the Securities Act is available for (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction) or (b) at and after such time following the Company’s initial public offering as such Holder is able to dispose of all of such Holder’s shares its Registrable Securities under Rule 144 during a three-month period without registration, or any ninety (iii90) upon termination of the Agreement, as provided in Section 3.1day period.

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) 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’s 's shares during a three-month three (3)-month period without registration, or (iii) upon termination of the Agreement, as provided in Section 3.1registration and without limitation.

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) seven years following the consummation of a Qualified IPO, or (ii) 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’s shares during a three-month three (3)-month period without registration, 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 the earlier of (i) five (5) years following the consummation of a Qualified IPO, (ii) 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’s shares during a three3-month period without registration, registration or (iii) upon termination of the Agreement, as provided in Section 3.14.1.

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 three (53) years following the consummation of a Qualified IPO, or (ii) 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’s 's shares during a three-three (3) month period without registration, 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 the earlier of (i) five (5) years following the consummation of a Qualified IPO, or (ii) 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’s 's shares during a three-month three (3)-month period without registration, 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 the earlier of (i) five seven (57) years following the consummation of a Qualified IPO, (ii) 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’s 's shares during at the same instance in a three-month period single transaction without registrationregistration or any other restrictions, or (iii) upon termination of the Agreement, as provided in Section 3.1.

Termination of Registration Rights. (a) 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 Qualifying IPO, (ii) 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’s shares during a three-month period without registration, 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 the earlier of (ia) five (5) years following the consummation of a Qualified IPO, Qualifying IPO (iib) after a Qualifying Acquisition or (c) with respect to any HolderHolder which then owns one percent (1%) or less of the outstanding capital stock of the Company, at such time after as the Qualified IPO as Holder can sell all such stock under 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 any successor rule) without registration, or restriction (iii) upon termination of the Agreement, as provided in Section 3.1including without being subject to any sales volume limitation).

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, IPO or (ii) 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’s shares during a three-three month period without registration, or (iii) upon termination except if such Holder holds at least two percent of the Agreement, as provided in Section 3.1outstanding voting stock of the Company.

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 an IPO, or (ii) 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’s 's shares during a three-month three (3)-month period without registration, 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 the earlier of (i) five three (53) years following the consummation of a Qualified an IPO, (ii) 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’s shares during a three-month period without registrationregistration and such Holder’s shares represent less than 1% of the Common Stock of the Company then outstanding (calculated on an as-converted basis), 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 the earlier of (i) five three (53) years following the consummation of a Qualified IPO, (ii) with respect to any HolderMarch __, at 2008, or (ii) 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’s shares during a three-month ninety (90) day period without registration, 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 the earlier of (i) five (5) years following the consummation of a Qualified IPO, (ii) 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’s shares during a three-month period without registration, registration 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 Agreement after the earlier of (i) five (5) years following the consummation of a Qualified an IPO, or (ii) 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’s 's shares during a three-month three (3)-month period without registration, 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 2 after the earlier of (i) five (5) years following the consummation closing of a Qualified IPO, the IPO or (ii) with respect to any Holder, at such time after the Qualified closing of the IPO 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, 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 the earlier of (i) five (5) years following the consummation of a Qualified IPO, (ii) 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’s shares during a three-month period without registration, (iii) such time when an Investor ceases to own any Preference Shares, or (iiiiv) 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 I after the earlier of (i) five seven (57) years following the consummation of a Qualified IPO, or (ii) 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’s 's shares during a three-three (3)- month period without registration, 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 the earlier of (i) five three (53) years following the consummation of a Qualified the Company’s IPO, (ii) 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’s shares during a three-month three (3)-month period without registration, or (iii) upon termination after the registration of such securities in accordance with the Agreement, as provided in Section 3.1registration rights permitted hereunder.

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, IPO or (ii) 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’s 's shares during a three-month three (3)-month period without registration, 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 the earlier of (i) five (5) years following the consummation closing of a Qualified an IPO, or (ii) 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’s 's shares (including any affiliates of such Holder) during a three-month three (3)-month period without registration, 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 the earlier of at such date (i) five seven (57) years following the consummation of a Qualified IPO, IPO or (ii) with respect to any Holder, at such time after the Qualified IPO as Company’s initial registered public offering when all remaining Registrable Securities held or entitled to be held by such Holder may be sold under 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-any three (3) month period without registration, or (iii) upon termination of the Agreement, as provided in Section 3.1period.

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, (ii) 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’s shares during a three-month three (3)-month period without registration, provided that such Holder owns less than one percent (1%) of the Company’s outstanding capital stock or (iii) upon termination of the Agreement, entire 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 the earlier of (i) five (5) years following the consummation of a Qualified IPO, or (ii) 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’s shares during a three-month three (3)-month period without registration, or (iii) upon termination at such time as the holder holds Registrable Securities constituting less than one percent (1%) of the Agreement, as provided in Section 3.1outstanding voting stock of the Company.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 4 after the earlier of (i) five (5) years following the consummation initial closing of a Qualified IPO, IPO which results in the conversion of the Preferred Stock into Common Stock in accordance with the Company's Amended and Restated Certificate of Incorporation as in effect at the time of the offering; or (ii) with respect the time when all Registrable Securities held by such Holder can, in the opinion of counsel to any Holderthe Company, 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’s shares during be sold by a Holder in a three-month period without registration, or (iii) upon termination of registration under the Agreement, as provided in Section 3.1Securities Act pursuant to Rule 144.

Termination of Registration Rights. No Holder Holders shall be entitled to exercise any right provided for in this Section 1 after the earlier of (i) five seven (57) years following the consummation of a Qualified IPO, or (ii) 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’s 's shares during a three-month three (3)-month period without registration, 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 the earlier of (ia) five (5) three years following the consummation of a Qualified IPO, (iib) 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’s shares during a three-month period without registration, or (iiic) upon termination of the this Agreement, as provided in Section 3.13.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 9 after the earlier of (i) five (5) three years following the consummation of a Qualified the IPO, (ii) with respect to any Holder, at such time after following the Qualified IPO as SEC 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-three month period without registration, or (iii) upon termination of the Agreement, as provided in Section 3.1a Company Sale.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 4 after the earlier of (i) five seven (57) years following the consummation of a Qualified IPO, (ii) 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’s 's shares during a three-month period without registration, or (iii) upon termination of the Agreement, as provided in Section 3.15.

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) 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’s shares during a three-month period immediately without registration, or (iii) upon termination of the Agreement, as provided in Section 3.1.

Termination of Registration Rights. (a) No Holder shall be entitled to exercise any right provided for in this Section 1 after the earlier of seven (i) five (57) years following the consummation of a Qualified IPO, (ii) 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’s shares during a three-month period without registration, 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 the earlier of (i) five (5) years following the consummation of a Qualified IPO, (ii) 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’s 's shares during a three-month period without registration, 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 the earlier of (i) five (5) years following the consummation of a Qualified IPOIPO , (ii) 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’s 's shares during a three-month three (3)-month period without registration, or (iii) upon termination of the Agreemententire Agreement upon a change in control of the Company, 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 the earlier of (i) five (5) 5 years following the consummation of a Qualified IPO, IPO or (ii) 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’s shares during a three-month period without registration, 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 the earlier of (i) five (5) years following the consummation of a Qualified IPO, or (ii) 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 immediate sale of all of such Holder’s shares during a three-month period without registration, 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 Article 1 after the earlier of (i) five (5) years following the consummation of a Qualified IPO, (ii) 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’s shares during a three-month period without registration, registration or (iii) upon termination of the Agreementsuch right, as provided in Section 3.14.1.

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, IPO or (ii) 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’s 's shares during a three-month three (3)-month period without registration, 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 the earlier of (i) five (5) years following the consummation of a Qualified IPO, (ii) 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’s shares during a three-month three (3)-month period without registration, or (iiiii) 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 the earlier of (ia) five (5) two years following the consummation of a Qualified IPOIPO (as defined in the Restated Certificate), (iib) 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’s shares during a three-month period without registration, or (iiic) upon termination of the this Agreement, as provided in Section 3.13.

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 three (53) years following the consummation of a Qualified IPO, (ii) with respect to any HolderAugust , at 2010, or (iii) 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’s shares during a three-month ninety (90) day period without registration, 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 the earlier of (i) five (5) years following the consummation of a Qualified IPO, or (ii) 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’s Holders shares during a three-month three (3)-month period without registration, or (iii) upon termination of the Agreement, as provided in Section 3.1registration and without limitation.

Termination of Registration Rights. (a) 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 --------- ---- - Qualifying IPO, (ii) 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’s shares during a three-month period without registration, 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 the earlier of (i) five (5) years following the consummation of a Qualified IPO, or (ii) with respect to any Holderfollowing a Qualified IPO, 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’s shares 's Registrable Securities (including the Registrable Securities of such Holder's affiliates, partners and former partners) during a three-month three (3)-month period without registration, or registration and such Holder owns less than one percent (iii1%) upon termination of the Agreement, as provided in Section 3.1then outstanding stock of the Company.

Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after the earlier of (i) after five (5) years following the consummation of a the Qualified IPO, or (ii) with respect as to any Holder, at such earlier time after the Qualified IPO as Initial Offering at which such Holder holds one percent (1%) or less of the Company’s outstanding Common Stock and all Registrable Securities held by such Holder (together with any affiliate of the Holder with whom such Holder must aggregate its sales under 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 144) can be sold in any three (3)-month period without registration, or (iii) upon termination of the Agreement, as provided registration in Section 3.1compliance with Rule 144.

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, (ii) 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’s shares during a three-month period without registrationregistration or volume limitations, 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 the earlier of (ia) five (5) four years following the consummation of a Qualified IPO, (iib) 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’s shares during a three-month period without registration, or (iiic) upon termination of the this Agreement, as provided in Section 3.14.