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 Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including the terms "controlled by" and "under common control with") means the possession, direc

Section 1.2 — Interpretation (a) Unless the context otherwise requires, references in this Agreement to "Articles," "Sections," and "Exhibits" shall be deemed references to Articles and Sections of, and Exhibits to, this Agreement. (b) The headings and captions in this Agreement are for convenience of reference only and shall not define, limit, or otherwise affect the meaning or interpretation of any provision of thi

ARTICLE II — REGISTRATION RIGHTS

Section 2.1 — Demand Registration Rights

Section 2.1(a) — Right to Demand. At any time after the earlier of (i) the consummation of an IPO or (ii) the third (3rd) anniversary of the date of this Agreement (i.e., December 12, 2026), any Holder or group of Holders holding, individually or collectively, at least twenty-five percent (25%) of the then-outstanding Registrable Securities (such Holder or group of Holders, the "Initiating Holders") may deliver a wri

Section 2.1(b) — Demand Notice. Each demand for a Demand Registration shall be made by written notice (a "Demand Notice") delivered to the Company, which notice shall specify: (i) the aggregate number of Registrable Securities proposed to be registered; (ii) the type of Registrable Securities to be registered (Common Stock, shares issuable upon conversion of Series A Preferred Stock, or other equity securities consti

Section 2.1(c) — Underwritten Offering. If the Initiating Holders request that a Demand Registration be effected as an underwritten public offering, the Company shall include such information in the Holder Participation Notice. In connection with any such Underwritten Offering: (i) The managing underwriter or underwriters for such Underwritten Offering shall be selected by the Initiating Holders, subject to the reaso

Section 2.1(d) — Effectiveness Period. Upon receipt of a Demand Notice, the Company shall use commercially reasonable efforts to cause the applicable registration statement to be prepared, filed with the Commission, and declared effective as promptly as practicable, and in any event (i) within ninety (90) days following the date of receipt of the Demand Notice if the registration statement is not reviewed by the Comm

Section 2.1(e) — Shelf Registration Statement. At any time following the date on which the Company first becomes eligible to use Form S-3 (or any successor short-form registration statement permitting incorporation of substantial information by reference) for the registration of securities under the Securities Act, any Holder or group of Holders holding, individually or collectively, at least ten percent (10%) of the

Section 2.1(f) — Suspension / Blackout Periods. Notwithstanding anything to the contrary contained in this Article II, the Company may, upon the determination of the Board in good faith that the filing, initial effectiveness, or continued use of a registration statement (including a Shelf Registration Statement) would require disclosure of material non-public information the premature disclosure of which would materi

Section 2.2 — Piggyback Registration Rights

Section 2.2(a) — Notice. If at any time the Company proposes to register any of its equity securities under the Securities Act (whether for its own account or for the account of any security holder of the Company), other than (i) a registration on Form S-4 (or any successor form) relating solely to securities issuable in connection with a merger, consolidation, acquisition, or similar transaction, (ii) a registration

Section 2.2(b) — Right to Include. Each Holder may request inclusion of all or any portion of its Registrable Securities in any Piggyback Registration by delivering written notice thereof to the Company within fifteen (15) Business Days after receipt of the Piggyback Notice. Such notice shall specify the number and type of Registrable Securities that such Holder requests to be included in the Piggyback Registration.

Section 2.2(c) — Cutback / Priority. If the managing underwriter or underwriters of any proposed Piggyback Registration advise the Company in writing that the total number of securities that the Company and the Holders intend to include in such offering exceeds the number that can be sold in an orderly manner in such offering within a price range acceptable to the Company (in the case of a Company-initiated registrat

Section 2.2(d) — Withdrawal. Any Holder that has requested inclusion of its Registrable Securities in a Piggyback Registration may withdraw such request at any time prior to the effective date of the applicable registration statement by delivering written notice of such withdrawal to the Company. Upon receipt of such withdrawal notice, the Company shall remove the withdrawing Holder's Registrable Securities from such

Section 2.3 — Registration Procedures Whenever the Company is required to effect the registration of Registrable Securities pursuant to this Article II, the Company shall use commercially reasonable efforts to effect such registration in accordance with the intended method(s) of disposition thereof, and in connection therewith the Company shall: (a) prepare and file with the Commission a registration statement on the

Section 2.4 — Holder Obligations As a condition to the inclusion of Registrable Securities in any registration statement filed pursuant to this Article II, each participating Holder shall: (a) furnish to the Company in writing such information regarding such Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request for inclusion in the registration statement an

Section 2.5 — Registration Expenses (a) "Registration Expenses" means all fees, costs, and expenses of or incident to the Company's performance of or compliance with this Article II, including: (i) all registration and filing fees (including fees with respect to filings required to be made with the Commission, any national securities exchange, and the Financial Industry Regulatory Authority, Inc.); (ii) fees and expe

Section 2.6 — Lock-Up Agreements In connection with any Underwritten Offering effected pursuant to this Article II, each Holder agrees, upon the reasonable request of the managing underwriter(s) for such offering, to enter into a customary "lock-up" agreement pursuant to which such Holder shall agree not to (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise tran

Section 2.7 — No Required Participation No Holder shall be obligated to sell any Registrable Securities or to participate in any registration effected pursuant to this Article II. Nothing in this Agreement shall be construed to require any Holder to include any of its Registrable Securities in any registration statement or to sell any Registrable Securities that are included in a registration statement.

Section 3.1 — Indemnification by the Company The Company agrees to indemnify and hold harmless, to the fullest extent permitted by applicable law, each Holder, each Affiliate of such Holder, and their respective officers, directors, partners, members, managers, employees, agents, and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and each underwriter, i

Section 3.2 — Indemnification by the Holders Each participating Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers (including the officers who sign the registration statement), its employees, its agents, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and each underwriter

Section 3.3 — Contribution If the indemnification provided for in Section 3.1 or Section 3.2 is unavailable to, or is insufficient to hold harmless, an indemnified party in respect of any Losses referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is a

Section 3.4 — Notice; Defense of Claims (a) Notice. Any indemnified party seeking indemnification under this Article III shall give prompt written notice to the indemnifying party of any claim or the commencement of any action, proceeding, or investigation with respect to which such indemnified party seeks indemnification pursuant hereto; provided, however, that the failure to give such notice shall not relieve the i

ARTICLE IV — RULE 144 AND REPORTING

Section 4.1 — Rule 144 Compliance 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 Registrable Securities to the public without registration, for so long as any Holder holds Registrable Securities, the Company shall use commercially reasonable efforts to: (a) file with the Commission in a timely mann

Section 4.2 — Information Rights (Pre-IPO) Prior to the consummation of an IPO, the Company shall furnish to each Holder holding at least five percent (5%) of the then-outstanding Registrable Securities: (a) audited annual financial statements of the Company (including a consolidated balance sheet, statement of operations, statement of cash flows, and statement of stockholders' equity, together with the notes thereto

Section 5.1 — Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the principles of conflicts of law thereof that would cause the application of the laws of any other jurisdiction.

Section 5.2 — Jurisdiction; Venue Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the state courts of the State of New York sitting in the Borough of Manhattan, City of New York, and the United States District Court for the Southern District of New York, for the purpose of any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated here

Section 5.3 — Waiver of Jury Trial EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HE

Section 5.4 — Notices All notices, demands, requests, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when (i) delivered by hand (with written confirmation of receipt), (ii) sent by nationally recognized overnight courier (with written confirmation of receipt), or (iii) sent by email (with confirmation of transmis