Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Affiliate" means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. For purposes of this definition, "control" (including the terms "controlled by" and

ARTICLE 2 — REGISTRATION RIGHTS The Company covenants and agrees with the Holders as follows:

Section 2.1 — Demand Registration (a) Request for Registration. At any time after the earlier of (i) the fifth (5th) anniversary of the date of this Agreement (i.e., July 18, 2027) or (ii) one hundred eighty (180) days after the effective date of the Company's IPO, the Initiating Holders may request in writing that the Company effect a registration under the Securities Act covering all or part of the Registrable Secu

Section 2.2 — Piggyback Registration (a) Notice and Inclusion. If (but without any obligation to do so) the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its securities under the Securities Act in connection with the public offering of such securities solely for cash, on a form that would permit registration of Registr

Section 2.3 — Form S-3 Registration (a) Request. After the Company has qualified for the use of Form S-3 (or any comparable or successor form or forms of registration statement prescribed by the Commission), the Holders of at least twenty percent (20%) of the then-outstanding Registrable Securities may request in writing that the Company effect a registration on Form S-3 (a "Form S-3 Registration") covering the sale

Section 2.4 — Obligations of the Company in Connection with Registration Whenever required under this Article 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as practicable: (a) prepare and file with the Commission a registration statement with respect to such Registrable Securities and use commercially reasonable efforts to cause such registration statement to become e

Section 2.5 — Furnish Information It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Article 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding such Holder, the Registrable Securities held by such Holder, and the intended method of disposition of such securities as the Company

Section 2.6 — Expenses of Registration (a) Company Expenses. All expenses (other than Selling Expenses, as defined below) incurred in connection with registrations, filings, or qualifications pursuant to Section 2.1, Section 2.2, and Section 2.3, including all registration, filing, and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company (including, without limitation,

Section 2.7 — Delay of Registration No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Article 2.

Section 2.8 — Indemnification in Connection with Registration In the event any Registrable Securities are included in a registration statement under this Article 2: (a) Company Indemnification of Holders. To the extent permitted by applicable law, the Company shall indemnify and hold harmless each selling Holder, each of such Holder's officers, directors, partners, members, managers, stockholders, agents, and counsel

Section 2.9 — Reports Under the Exchange Act With a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation of the Commission that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3 (or any successor form), after the Company has registered any class of securities under Section 12 of th

Section 2.10 — Limitations on Subsequent Registration Rights From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include such securi

Section 2.11 — Termination of Registration Rights The rights of any particular Holder to cause the Company to register Registrable Securities pursuant to this Article 2 shall terminate upon the earliest to occur of the following: (a) the fifth (5th) anniversary of the closing of the Company's IPO; (b) as to any particular Holder, the date on which all Registrable Securities held by such Holder (and any Affiliate of s

ARTICLE 3 — INFORMATION RIGHTS

Section 3.1 — Delivery of Financial Statements The Company shall deliver to each Major Investor: (a) Annual Audited Financial Statements. As soon as practicable, and in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (the Company's fiscal year ending on December 31 of each calendar year), an audited consolidated balance sheet of the Company as at the end of such fiscal

Section 3.2 — Inspection Rights Each Major Investor shall have the right to visit and inspect the Company's properties, to examine the Company's books of account and records (including, without limitation, the Company's corporate minute books and stock ledger), and to discuss the Company's affairs, finances, and accounts with its officers and management, all during normal business hours and upon at least five (5) bus

Section 3.3 — Termination of Information Rights The information rights granted pursuant to this Article 3 shall terminate upon the earliest to occur of (a) the closing of the Company's IPO, following which the Company shall be subject to the reporting requirements of the Exchange Act and information will be publicly available, (b) a Deemed Liquidation Event (as defined in the Restated Certificate), or (c) the dissolu

Section 3.4 — Confidentiality Each Investor acknowledges that the information received by it pursuant to this Article 3 may constitute material non-public information concerning the Company. Each Investor agrees that it will use the information received pursuant to this Article 3 solely for the purpose of monitoring, evaluating, and managing its investment in the Company, and for no other purpose. Each Investor shall

ARTICLE 4 — RIGHTS OF PARTICIPATION (PRO-RATA RIGHTS)

Section 4.1 — Right of First Offer (a) Grant of Right. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, the Company shall not issue, sell, or exchange, agree to issue, sell, or exchange, or reserve or set aside for issuance, sale, or exchange, any New Securities (as defined below), unless the Company shall first offer each Major Investor the right to purchase such Major Investor

Section 4.2 — Termination of Pro-Rata Rights The rights of participation set forth in this Article 4 shall terminate upon the earliest to occur of: (a) the closing of the Company's IPO; (b) a Deemed Liquidation Event (as defined in the Restated Certificate); (c) the dissolution, liquidation, or winding up of the Company; or (d) as to any particular Major Investor, the date on which such Major Investor (together with

ARTICLE 5 — ADDITIONAL COVENANTS

Section 5.1 — Insurance The Company shall obtain and maintain in ful