Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1 Filing Table of Contents
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1: S-1 Registration Statement (General Form) HTML 1.45M
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 459K
Liquidation or Succession
3: EX-10.1 Material Contract HTML 72K
12: EX-10.10 Material Contract HTML 18K
13: EX-10.11 Material Contract HTML 15K
14: EX-10.12 Material Contract HTML 36K
15: EX-10.13 Material Contract HTML 36K
16: EX-10.14 Material Contract HTML 36K
17: EX-10.16 Material Contract HTML 835K
18: EX-10.17 Material Contract HTML 42K
19: EX-10.18 Material Contract HTML 44K
20: EX-10.19 Material Contract HTML 228K
4: EX-10.2 Material Contract HTML 146K
21: EX-10.20 Material Contract HTML 24K
22: EX-10.21 Material Contract HTML 71K
23: EX-10.22 Material Contract HTML 55K
24: EX-10.23 Material Contract HTML 235K
5: EX-10.3 Material Contract HTML 180K
6: EX-10.4 Material Contract HTML 209K
7: EX-10.5 Material Contract HTML 158K
8: EX-10.6 Material Contract HTML 60K
9: EX-10.7 Material Contract HTML 60K
10: EX-10.8 Material Contract HTML 59K
11: EX-10.9 Material Contract HTML 53K
25: EX-16 Letter re: Change in Certifying Accountant HTML 10K
26: EX-21 Subsidiaries of the Registrant HTML 14K
27: EX-23.1 Consent of Experts or Counsel HTML 12K
28: EX-23.2 Consent of Experts or Counsel HTML 11K
29: EX-23.3 Consent of Experts or Counsel HTML 12K
This
Piggyback Registration Rights Agreement is made as of March 23, 2007 by and
among Wyndcrest DD Holdings, Inc., a Delaware corporation (the “Company”),
and
the Holders signatory hereto (the “Holders”),
pursuant to the terms of Section 5.4 of the SPA (as defined infra).
NOW,
THEREFORE, in consideration of the premises and the mutual agreements set forth
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the Holders hereby agree
as
follows:
AGREEMENT
1.Definitions.
As used
herein, the following terms shall have the following respective
meanings:
“Common
Stock”
means
the Common Stock, par value $0.0001 per share, of the Company.
“Exchange
Act”
means
the U.S. Securities Exchange Act of 1934, as amended.
“Other
Registrable Securities”
means
any and all shares of the Common Stock and other securities issued by the
Company that are covered by piggyback registration rights similar to those
conferred on the Holders pursuant to the terms of this Piggyback Registration
Rights Agreement (but which may include rights of priority with respect to
inclusion in piggyback registrations of the Company’s securities).
“Permitted
Transferee”
means,
with respect to any Holder, (i) a corporation or other form of legal entity
controlled by such Holder, (ii) any trust or other estate in which such
Holder or any person referenced in the following clause (iii) has a substantial
beneficial interest, and (iii) any spouse and any ancestors, lineal
descendents and siblings of such Holder or such spouse.
“Person”
means
an individual, a partnership, a corporation, an association, a joint stock
company, a limited liability company, a trust, a joint venture, an
unincorporated organization or a governmental entity or any department, agency
or political subdivision thereof.
“Registrable
Securities”
means
any and all (i) shares of the Common Stock issued to the Holders in the
form of restricted stock pursuant to the terms of the SPA, as and when vested
pursuant to the terms of the applicable restricted stock agreement;
(ii) equity securities issued in respect of the shares of Common Stock
referred to in the preceding clause (i) in any reorganization; and
(iii) equity securities issued in respect of the securities referred in the
preceding clauses (i) and (ii) as the result of a stock split, stock dividend,
recapitalization or combination; in each case, as held by the Holders, or their
Permitted Transferees to whom they have transferred ownership of such shares
as
permitted by the terms of this Piggyback Registration Rights Agreement.
“Registration
Expenses”
means
all expenses incident to the Company’s performance of or compliance with this
Piggyback Registration Rights Agreement, including, without limitation:
(i) all registration and filing fees, (ii) fees and expenses relating
to compliance with securities or blue sky laws (including fees and expenses
of
counsel in connection with blue sky qualifications of the securities
registered), (iii) printing, messenger and delivery expenses,
(iv) internal expenses of the Company (including all salaries and expenses
of its officers and employees performing legal or accounting duties),
(v) fees and expenses of counsel for the Company and fees and expenses for
independent certified public accountants retained by the Company (including
the
expenses of any comfort letters or costs associated with the delivery by
independent certified public accountants of a comfort letter or comfort
letters), (vi) fees and expenses of any special experts retained by the
Company in connection with such registration, (vii) reasonable fees and
expenses of a single counsel for the holders of Registrable Securities and
Other
Registrable Securities participating in the subject offering selected by the
holders of a majority of the Registrable Securities and Other Registrable
Securities offered therein, (viii) fees and expenses in connection with any
review of underwriting arrangements by the National Association of Securities
Dealers, Inc. (the “NASD”) and (ix) fees and expenses of underwriters
customarily paid by issuers or sellers of securities (but not including any
underwriting discounts or commissions attributable to the sale of Registrable
Securities).
“Rule
144”
means
Rule 144 promulgated under the Securities Act (or any similar rule then in
force).
“SEC”
means
the U.S. Securities and Exchange Commission.
“Securities
Act”
means
the U.S. Securities Act of 1933, as amended.
“SPA”
means
that certain Share Purchase Agreement, of even date herewith, by and among
the
Holders, the Buyer (as defined therein) and The Foundry Visionmongers
Ltd.
Unless
otherwise defined in this Piggyback Registration Rights Agreement, all
capitalized terms used in this Piggyback Registration Rights Agreement shall
have the meanings respectively ascribed thereto in the SPA.
2.Piggyback
Registrations.
(a)Right
to Piggyback.
Whenever the Company proposes to register the offer and sale of any of its
Common Stock under the Securities Act (other
than pursuant to the initial registered public offering of the Company’s equity
securities by the Company (the “IPO”), and
other
than pursuant to a registration statement on Form S-8 or S-4 or any similar
form
or in connection with a registration the primary purpose of which is to register
debt securities) and the registration form to be used may be used for the
registration of Registrable Securities, the Company will give prompt written
notice to all holders of Registrable Securities of its intention to effect
such
a registration and will include (subject to the priority provisions of Sections
2(c) and 2(d)) in such registration all Registrable Securities with respect
to
which the Company has received written requests for inclusion therein (a
“Piggyback
Registration”)
within
twenty (20) days after the receipt by the holder thereof of the Company’s
notice; provided,
that
(x) if such registration involves an underwritten public offering, all
holders of Registrable Securities must sell their Registrable Securities
included therein to the underwriters on the same terms and conditions as
applicable to the Company and the other holders of the Company’s securities
included therein and (y) if, at any time after giving written notice of its
intention to register any Common Stock pursuant to this Section 2(a) and prior
to the effective date of the registration statement filed in connection with
such registration, the Company shall determine for any reason not to register
such Common Stock, the Company shall give written notice thereof to all such
holders of Registrable Securities and, thereupon, shall be relieved of its
obligation to register any Registrable Securities in connection with such
registration.
2
(b)Piggyback
Registration Expenses.
The
Registration Expenses of the holders of Registrable Securities will be paid
by
the Company in all Piggyback Registrations (including, without limitation,
the
expenses of any withdrawn registration pursuant to Section 2(a)(y)
above).
(c)Priority
on Underwritten Registrations.
If a
Piggyback Registration is an underwritten primary registration on behalf of
the
Company, the Company will include in such registration all Registrable
Securities timely requested to be included in such registration; provided,
that
if the managing underwriters advise the Company in writing that in their good
faith opinion the inclusion of any Registrable Securities in such offering
would
adversely affect the marketability of the offering, then such Registrable
Securities shall not be permitted to be included; and provided further, that
if
in connection with such offering, the managing underwriters advise the Company
in writing that in their opinion the total number of securities requested to
be
included in such registration exceeds the number which can be sold in such
offering without adversely affecting the marketability of the offering, the
Company will include in such registration (i) first, the securities the Company
proposes to sell, (ii) second, Other Registrable Securities, if any, subject
to
contractually agreed rights of priority with respect to piggyback registrations
of the Company, conformably with the terms of the applicable contractual
agreement between the Company and the holder thereof, and (iii) third, the
Registrable Securities and
Other
Registrable Securities
(other
than those adverted to in the foregoing clause (ii)) requested to be included
in
such registration reduced pro rata among the holders of such Registrable
Securities and
Other
Registrable Securities
on the
basis of the respective number of shares of such Registrable Securities
and
Other
Registrable Securities
so
requested to be included therein.
(d)Priority
on Underwritten Secondary Registrations.
If a
Piggyback Registration is an underwritten secondary registration on behalf
of
holders of the Company's securities other than Registrable Securities, and
the
managing underwriters advise the Company in writing that in their good faith
opinion the inclusion of any Registrable Securities in the offering would
adversely affect the marketability of the offering, then such Registrable
Securities shall not be permitted to be included. Additionally, if in connection
with such an offering, the managing underwriters advise the Company in writing
that in their opinion the number of securities requested to be included in
such
registration exceeds the number which can be sold in such offering without
adversely affecting the marketability of the offering, the Company will include
in such registration (i) first, the securities requested to be included therein
by the holders requesting such registration, (ii) second, Other Registrable
Securities, if any, subject to contractually agreed rights of priority with
respect to piggyback registrations of the Company, conformably with the terms
of
the applicable contractual agreement between the Company and the holder thereof,
and (iii) third, the Registrable Securities and
Other
Registrable Securities
(other
than those adverted to in the foregoing clause (ii)) requested to be included
in
such registration reduced pro rata among the holders of such Registrable
Securities and
Other
Registrable Securities
on the
basis of the number of shares of such Registrable Securities and
Other
Registrable Securities
so
requested to be included therein.
3.Holdback
Agreement.
Each
holder of Registrable Securities hereby agrees not to effect any public sale
or
distribution (including sales pursuant to Rule 144) of equity securities of
the
Company, or any securities convertible or exercisable into or exchangeable
for
such securities, during the ten days prior to and during (x) the 180-day period
beginning on the effective date of the IPO, and (y) the 90-day period
beginning on the effective date of any Piggyback Registration that is an
underwritten offering in which Registrable Securities are included; provided,
that the
foregoing provisions of this Section 3 shall not apply to the sale of any
shares to an underwriter pursuant to an underwriting agreement, and shall only
be applicable to the holders of Registrable Securities if each executive
officer, director and shareholder of the Company whose securities are included
therein and each other holder of at least five percent (5%) (on a fully diluted
basis) of Common Stock, or any securities convertible or exercisable into or
exchangeable for Common Stock, agrees to similar restrictions. If the
underwriters managing the registered public offering waive any such restriction
for the benefit of any shareholder of the Company, they will also grant an
equivalent waiver to each holder of Registrable Securities, whether or not
participating in such offering.
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4.Registration
Procedures.
Whenever the holders of Registrable Securities have requested that any
Registrable Securities be included in a Piggyback Registration pursuant to
Section 2 hereof, the Company will, subject to the provisions hereof, use its
reasonable best efforts to effect the registration and the sale of such
Registrable Securities in accordance with the intended method of disposition
thereof, and pursuant thereto the Company will:
(a) prepare
and file with the SEC a registration statement with respect to such Registrable
Securities and use its reasonable best efforts to cause such registration
statement to become effective (provided
that
before filing a registration statement or prospectus or any amendments or
supplements thereto, the Company will furnish to the counsel selected by the
holders of a majority of the Registrable Securities and Other Registrable
Securities covered by such registration statement copies of all such documents
proposed to be filed);
(b) prepare
and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection therewith as may be necessary
to
keep such registration statement effective for a period of not less than 180
days; provided, however, that (i) such 180 day period shall be extended for
a period of time equal to the period that the holders of Registrable Securities
refrain from selling any securities included in any underwritten registration
at
the request of the managing underwriters; and (ii) in the case of any
registration of Registrable Securities on Form S-3 which are intended to be
offered on a continuous or delayed basis, such 180 day period shall be extended,
if necessary, to keep the registration statement effective until all such
Registrable Securities are sold, provided that Rule 415, or any successor rule,
under the Securities Act, then permits such an offering on a continuous or
delayed basis, and provided further that applicable rules under the Securities
Act governing the obligation to file a post-effective amendment then permit,
in
lieu of filing a post-effective amendment which (I) includes any prospectus
required by Section 10(a)(3) of the Securities Act or (II) reflects facts
or events representing a material or fundamental change in the information
set
forth in the registration statement, the incorporation by reference in the
registration statement of information otherwise required to be included in
such
a post-effective amendment that is contained in periodic reports filed pursuant
to Section 13 or 15(d) of the Exchange Act; and comply with the provisions
of the Securities Act with respect to the disposition of all securities covered
by such registration statement during such period in accordance with the
intended methods of disposition by the sellers thereof set forth in such
registration statement;
(c) furnish
to each holder of Registrable Securities included therein such number of copies
of such registration statement, each amendment and supplement thereto, the
prospectus included in such registration statement (including each preliminary
prospectus) and such other documents as such holder may reasonably request
in
order to facilitate the disposition of the Registrable Securities owned by
such
holder;
(d) use
its
reasonable best efforts to register or qualify such Registrable Securities
under
such other securities or blue sky laws of such U.S. state jurisdictions as
any
holder thereof reasonably requests and do any and all other acts and things
which may be reasonably necessary or advisable to enable such holder to
consummate the disposition in such jurisdictions of the Registrable Securities
owned by such holder (provided
that the
Company will not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
subsection, (ii) subject itself to taxation in any such jurisdiction or
(iii) consent to general service of process (i.e., service of process which
is not limited solely to securities law violations) in any such
jurisdiction);
4
(e) notify
each holder of such Registrable Securities, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of the
happening of any event as a result of which the prospectus included in such
registration statement contains an untrue statement of a material fact or omits
any fact necessary to make the statements therein, in the context in which
they
were made, not misleading, and, at the request of any such holder, promptly
prepare a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus
will
not contain an untrue statement of a material fact or omit to state any fact
necessary to make the statements therein, in the context in which they were
made, not misleading;
(f) cause
all
such Registrable Securities to be listed on each securities exchange on which
similar securities issued by the Company are then listed;
(g) provide
a
transfer agent, registrar and CUSIP number for all such Registrable Securities
not later than the effective date of such registration statement;
(h) enter
into such customary agreements (including, in the case of underwritten
offerings, underwriting agreements in customary form with the managing
underwriter(s) selected by the Company) and take all such other actions as
the
holders of a majority of the Registrable Securities and Other Registrable
Securities being sold or the underwriters, if any, reasonably request in order
to expedite or facilitate the disposition of such Registrable Securities and
Other Registrable Securities (including, without limitation, effecting a stock
split or a combination of shares);
(i) make
available for inspection by any holder of such Registrable Securities, any
underwriter participating in any disposition pursuant to such registration
statement and any attorney, accountant or other agent retained by any such
holder or underwriter, all financial and other records, pertinent corporate
documents and properties of the Company, and cause the Company’s officers,
directors, employees and independent accountants to supply all information
reasonably requested by any such holder, underwriter, attorney, accountant
or
agent in connection with such registration statement;
(j) otherwise
use its reasonable best efforts to comply with all applicable rules and
regulations of the SEC, and make available to its security holders, as soon
as
reasonably practicable, an earnings statement covering the period of at least
twelve months beginning with the first day of the Company’s first full calendar
quarter after the effective date of the registration statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act
and Rule 158 promulgated thereunder;
(k) permit
any holder of Registrable Securities, that is or might reasonably be deemed
to
be an underwriter or a controlling person of the Company, to participate in
the
preparation of such registration statement and to require the insertion therein
of material, furnished to the Company in writing, which in the reasonable
judgment of such holder and its counsel should be included therein;
(l) in
the
event of the issuance of any stop order suspending the effectiveness of a
registration statement, or of any order suspending or preventing the use of
any
related prospectus or suspending the qualification of any securities included
in
such registration statement for sale in any U.S. jurisdiction, use its
reasonable best efforts promptly to obtain the withdrawal of such
order;
5
(m) use
its
reasonable best efforts to cause such Registrable Securities covered by such
registration statement to be registered with or approved by such other U.S.
federal or state governmental agencies or authorities as may be necessary to
enable the holders thereof to consummate the disposition of such Registrable
Securities; and
(n) obtain
a
“cold comfort” letter from the Company’s independent public accountants in
customary form and covering such matters of the type customarily covered by
“cold comfort” letters as the holders of a majority of the Registrable
Securities and Other Registrable Securities being sold reasonably
request.
If
any
such registration statement refers to any holder of Registrable Securities
by
name or otherwise as the holder of any securities of the Company and if such
holder is a controlling person of the Company, such holder shall have the right
to require (i) the insertion therein of language, in form and substance
reasonably satisfactory to such holder and presented to the Company in writing,
to the effect that the holding by such holder of such securities is not to
be
construed as a recommendation by such holder of the investment quality of the
Company’s securities covered thereby and that such holding does not imply that
such holder will assist in meeting any future financial requirements of the
Company, or (ii) in the event that such reference to such holder by name or
otherwise is not required by the Securities Act or any similar federal statute
then in force, the deletion of the reference to such holder; provided,
that
with respect to this clause (ii) such holder shall furnish to the Company an
opinion of counsel to such effect, which opinion and counsel shall be reasonably
satisfactory to the Company.
5.Indemnification.
(a) The
Company agrees, with respect to each Piggyback Registration, to indemnify,
to
the extent permitted by law, each holder of Registrable Securities included
therein, his or its officers, directors, stockholders, legal counsel and
accountants, and each Person who controls such holder (within the meaning of
the
Securities Act) against all losses, claims, damages, liabilities and expenses
(joint or several) to which they may become subject arising out of or based
upon
(i) any untrue or alleged untrue statement of material fact contained in
any registration statement, prospectus or preliminary prospectus or any
amendment thereof or supplement thereto or (ii) any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein, in the context in which they were made, not misleading
or, (iii) any violation or alleged violation by the Company of the
Securities Act, the Exchange Act, any U.S. state securities laws or any rule
or
regulation promulgated under the Securities Act, the Exchange Act or any U.S.
state securities laws in connection with such Piggyback Registration, and shall
reimburse such holder, director, officer, stockholder, legal counsel, accountant
or controlling person for any legal or other expenses reasonably incurred by
such holder, director, officer, stockholder, legal counsel, accountant or
controlling person in connection with the investigation or defense of such
loss,
claim, damage, liability or expense, except insofar as the same are caused
by or
contained in any information furnished in writing to the Company by such holder
expressly for use therein or by such holder’s failure to deliver a copy of the
registration statement or prospectus or any amendment or supplement thereto
after the Company has timely furnished such holder with a sufficient number
of
copies of the same (a “Delivery
Failure”).
In
connection with an underwritten offering, the Company will indemnify the
underwriters thereof, their officers and directors and each Person who controls
such underwriters (within the meaning of the Securities Act) to the same extent
as provided above with respect to the indemnification of the holders of
Registrable Securities.
(b) In
connection with any registration statement in which a holder of Registrable
Securities is participating, each such holder will furnish to the Company in
writing such information and affidavits as the Company reasonably requests
for
use in connection with any such registration statement or related prospectus
and, to the extent permitted by law, will indemnify the Company, its directors,
officers, stockholders, legal counsel and accountants and each Person who
controls the Company (within the meaning of the Securities Act) against any
losses, claims, damages, liabilities and expenses (joint or several) resulting
(i) from any untrue or alleged untrue statement of material fact contained
in the registration statement, prospectus or preliminary prospectus or any
amendment thereof or supplement thereto or any omission or alleged omission
of a
material fact required to be stated therein or necessary to make the statements
therein, in the context in which they were made, not misleading, but only to
the
extent that such untrue statement or omission relates to such holder and is
contained in any information or affidavit so furnished in writing by such
holder, or (ii) from such holder’s Delivery Failure; provided,
that
the obligation of each such holder to indemnify will be several and not joint
and will be limited to the net amount of proceeds received by such holder from
the sale of Registrable Securities pursuant to such registration
statement.
6
(c) Any
Person entitled to indemnification hereunder will (i) give prompt written
notice to the indemnifying party of any claim with respect to which it seeks
indemnification; provided,
that
the failure to notify the indemnifying party shall not relieve it from any
liability to the indemnified party hereunder except to the extent the
indemnifying party is actually prejudiced thereby, and (ii) unless in such
indemnified party’s reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party. If such defense is assumed,
the indemnifying party will not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent will not
be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim will not be obligated to pay the fees
and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to
such
claim.
(d) The
indemnification provided hereunder will remain in full force and effect
regardless of any investigation made by or on behalf of the indemnified party
or
any officer, director or controlling Person of such indemnified party.
(e) If
the
indemnification provided for in this Section 5 is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect
to
any loss, liability, claim, damage or expense referred to herein, then the
indemnifying party, in lieu of indemnifying such indemnified party hereunder,
shall contribute to the amount paid or payable by such indemnified party as
a
result of such loss, liability, claim, damage or expense in such proportion
as
is appropriate to reflect the relative fault of the indemnifying party on the
one hand and of the indemnified party on the other in connection with the
statements or omissions that resulted in such loss, liability, claim, damage
or
expense, as well as any other relevant equitable considerations, provided that
no person guilty of fraud shall be entitled to contribution. The relative fault
of the indemnifying party and of the indemnified party shall be determined
by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material
fact
relates to information supplied by the indemnifying party or by the indemnified
party and the parties’ relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission. In no event shall
any contribution by a holder of Registrable Securities under this Section 5(e)
exceed the net proceeds from the offering received by such holder, less any
amounts paid by such holder pursuant to Section 5(b).
7
(f) Notwithstanding
the foregoing, to the extent that the provisions relating to indemnification
and
contribution contained in the underwriting agreement entered into in connection
with an underwritten public offering are in conflict with the foregoing
provisions, the provisions in the underwriting agreement shall
control.
(g) The
obligations of the Company and the holders of Registrable Securities under
this
Section 5 shall survive the completion of any offering of Registrable
Securities in a registration statement or otherwise.
6.Participation
in Underwritten Registrations.
No
Person may participate in any Piggyback Registration hereunder which is
underwritten unless such Person (a) agrees to sell such person’s securities
on the basis provided in any underwriting arrangements approved by the Company
in connection therewith, and (b) completes and executes all customary
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements; provided,
that no
holder of Registrable Securities included in any underwritten registration
shall
be required to make any representations or warranties to the Company or the
underwriters other than representations and warranties regarding such holder
and
such holder’s intended method of distribution.
7.Rule
144 Reporting.
With a
view to making available to the holders of Registrable Securities the benefits
of certain rules and regulations of the SEC which may permit the sale of the
Registrable Securities to the public without registration or pursuant to a
registration on Form S-3, the Company agrees to use its reasonable best efforts
to:
(a) make
and
keep current public information available, within the meaning of Rule 144 or
any
similar or analogous rule promulgated under the Securities Act, at all times
after it has become subject to the reporting requirements of the Exchange
Act;
(b) file
with
the SEC, in a timely manner, all reports and other documents required of the
Company under the Securities Act and Exchange Act (after it has become subject
to such reporting requirements); and
(c) so
long
as any party hereto owns any Registrable Securities, furnish to such Person
forthwith upon its request, (i) a written statement by the Company as to its
compliance with the reporting requirements of said Rule 144 (at any time
commencing 90 days after the effective date of the first registration filed
by
the Company for an offering of its securities to the general public), the
Securities Act and the Exchange Act (at any time after it has become subject
to
such reporting requirements); or that it qualifies as a registrant whose
securities may be resold pursuant to Form S-3 (at any time after it so
qualifies); (ii) a copy of the most recent annual or quarterly report of the
Company filed with the SEC; and (iii) such other reports and documents as such
Person may reasonably request in availing itself of any rule or regulation
of
the SEC allowing it to sell any such securities without registration or pursuant
to such form.
8.No
Third Party Beneficiaries.
No
Person, other than the signatories hereto and the Permitted Transferees to
whom
the Holders have transferred ownership of their Registrable Securities, shall
have any rights under this Piggyback Registration Rights Agreement. The rights
contained herein may be assigned (but only with all related obligations) by
a
Holder to a Permitted Transferee of such Holder.
9.Termination
of Piggyback Registration Rights.
The
right of any holder of Registrable Securities to participate pursuant to this
Piggyback Registration Rights Agreement in Piggyback Registrations shall
terminate on the earlier of (i) the fourth (4th)
anniversary of the closing of the IPO, and (ii) the expiration of the first
three-month period in which said holder would be permitted to sell all of the
Registrable Securities owned by said holder without registration under the
Securities Act pursuant to Rule 144.
8
IN
WITNESS WHEREOF, the Company and the Holders have entered into this Piggyback
Registration Rights Agreement as of the date first above written.
