Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Adverse Disclosure" means public disclosure of material non-public information that, in the good faith judgment of the Board, after consultation with outside legal counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for such Registration Statement

Section 1.2 — Interpretive Provisions In this Agreement, unless the context otherwise requires: (a) References to "Sections," "Articles," "Schedules," and "Exhibits" are to sections and articles of, and schedules and exhibits to, this Agreement, unless otherwise specified. (b) References to any agreement, instrument, or other document mean such agreement, instrument, or other document as amended, restated, supplement

ARTICLE II — REGISTRATION RIGHTS

Section 2.1 — Resale Shelf Registration Statement (a) Filing and Effectiveness Obligations. The Company shall prepare and file with the Commission, no later than [●] calendar days after the Closing Date (the "Filing Deadline"), a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor rule thereto) registering the resale from time to time

Section 2.2 — Demand Registration Rights (a) Demand Registration. If at any time there is no Resale Shelf Registration Statement effective and available for use by the Holders for the resale of Registrable Securities, any Holder or group of Holders that, individually or in the aggregate, hold at least [●]% of the then-outstanding Registrable Securities (the "Requesting Holders") may make a written demand to the Compa

Section 2.3 — Piggyback Registration Rights (a) Right to Piggyback. If the Company at any time proposes to file a Registration Statement under the Securities Act with respect to a public offering of equity securities of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities of the Company, for the account of the Company or for the account of any of its

Section 2.4 — Restrictions on Registration Rights (a) Suspension / Blackout Periods. Notwithstanding anything to the contrary in this Article II, the Company may, upon the delivery of written notice (a "Suspension Notice") to all Holders of Registrable Securities, suspend the use of any Registration Statement (including the Resale Shelf Registration Statement) and the related Prospectus for a period not to exceed [●]

ARTICLE III — REGISTRATION PROCEDURES

Section 3.1 — Company Obligations In connection with any Registration Statement filed or to be filed by the Company pursuant to this Agreement, the Company shall use its commercially reasonable efforts to effect the registration and the sale of Registrable Securities in accordance with the intended method of distribution thereof, and pursuant thereto the Company shall: (a) Prepare and file with the Commission a Regis

Section 3.2 — Holder Obligations Each Holder of Registrable Securities participating in any registration hereunder shall: (a) Furnish to the Company in writing such information regarding such Holder and the distribution of the Registrable Securities as the Company may from time to time reasonably request in writing and as shall be reasonably required by applicable law, the Commission, or any state securities authorit

ARTICLE IV — INDEMNIFICATION AND CONTRIBUTION

Section 4.1 — Indemnification by the Company The Company agrees to indemnify, defend, and hold harmless, to the fullest extent permitted by applicable law, each Holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, and each of such Holder's officers, directors, managers, members, partners, stockholders, agents, and representatives, and each Person who con