Common use of Limitation on Subsequent Registration Rights Clause in Contracts

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not not, without the prior written consent of the Holders of 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 grant such holder registration rights senior to demand or otherwise more favorable than those granted to the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders hereunder.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not 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 grant such holder registration rights senior to demand those granted to the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders hereunder.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not not, without the prior written consent of the Majority Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to demand those granted to the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders hereunder.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, From and after the date of this Agreementhereof, the Company shall not enter into any agreement with granting any holder or prospective holder of any securities of the Company registration rights with respect to such securities that would grant such holder conflict with the rights granted to demand the registration Holders herein, without the prior written consent of shares Holders of a majority of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersRegistrable Securities.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.105.11, after the date of this Agreement, the Company shall not 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 grant such holder registration rights pari passu or senior to demand those granted to the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders hereunder.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.106.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, From and after the date of this Agreementhereof, the Company shall not enter into any agreement with granting any holder or prospective holder of any securities of the Company registration rights with respect to such securities that would grant such holder conflict with the rights granted to the Investors herein without the prior written consent of the Investors holding a majority of the Registrable Securities. It is agreed that the granting of pro rata registration rights to demand any other investor in the registration of shares of Company shall not be considered to conflict with the Company’s capital stock, or rights granted to include such shares in a registration statement that would reduce the number of shares includable by the HoldersInvestors herein.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not not, without the prior written consent of the Holders of at least a majority of the Registrable Share then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to demand those granted to the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolder hereunder.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the The Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, From and after the date of this Agreementhereof, the Company shall not enter into any agreement with granting any holder or prospective holder of any securities of the Company registration rights with respect to such securities that would grant such holder conflict with the rights granted to the Holders herein, without the prior written consent of Holders of a majority of the Registrable Securities. It is agreed that the granting of pro rata registration rights to demand any other investor in the registration of shares of Company shall not be considered to conflict with the Company’s capital stock, or rights granted to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders herein.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, From and after the date of this Agreement, the Company shall not not, without the prior written consent of all of the Investors, enter into any agreement with any holder person or prospective persons providing for the granting to such holder of any securities of the Company that would grant such holder registration rights pari passu or senior to demand the registration of shares of the Company’s capital stockthose granted to Investors pursuant to this Agreement, or to include such shares of registration rights which might cause a reduction in a registration statement that would reduce the number of shares includable by the HoldersInvestors in any registration.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder (i) rights to demand the registration of shares of the Company’s capital stocktheir shares, or to include such their shares in a registration statement that would reduce the number of shares includable by the HoldersHolders or (ii) any other registration rights on a parity with or senior to those granted to the Holders hereunder, other than the right to a Special Registration Statement.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not 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 grant such holder registration rights on a parity with or senior to demand those granted to the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders hereunder.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not 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 grant such holder registration rights on a parity with or senior to demand those granted to the registration of shares of Holders hereunder, other than the Company’s capital stock, or right to include such shares in a registration statement that would reduce the number of shares includable by the HoldersSpecial Registration Statement.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not not, without the prior written consent of the holders of at least a majority of the then-outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall will not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce without the number written consent of shares includable by the Holdersholders of a majority of Registrable Securities.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders unless consented to by the Holders of at least fifty five percent (55%) of the Registrable Securities then outstanding.

Limitation on Subsequent Registration Rights. Other than Except as otherwise provided in Section 5.10herein, after the date of this Agreement, the Company shall will not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder (i) rights to demand the registration of shares of the Company’s capital stocktheir shares, or to include such their shares in a registration statement that would reduce the number of shares includable by the HoldersHolders or (ii) any other registration rights senior to those granted to the Holders hereunder, other than the right to a Special Registration Statement.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, From and after the date of this Agreement, the Company shall not not, without the prior written consent of the Holders of a majority of the Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant security giving such holder or prospective holder any registration rights to demand the terms of which are more favorable than the registration of shares of rights granted to the Company’s capital stockHolders hereunder, or to include such shares in a registration statement that which would reduce the number amount of shares includable by Registrable Securities the holders can include in any registration statement filed pursuant to Section 2.1 hereof, unless such rights are subordinate to those of the Holders.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, From and after the date of this Agreement, the Company shall not not, without Required Member Approval, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant giving such holder or prospective holder any registration rights the terms of which are equivalent to demand or more favorable than the registration rights granted to holders of shares of the Company’s capital stockRegistrable Securities hereunder, or to include such shares in a registration statement that which would reduce the number amount of shares includable by Registrable Securities the Holdersholders can include in any registration filed pursuant to Section 3 hereof, unless such rights are subordinate to those of the holders of Registrable Securities.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding (including a majority of shares of the Preferred Stock then outstanding), enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to demand those granted to the registration of shares of Holders hereunder, other than the Company’s capital stock, or right to include such shares in a registration statement that would reduce the number of shares includable by the HoldersSpecial Registration Statement.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, From and after the date of this Agreementhereof, the Company shall not enter into any agreement with any holder current or prospective future holder of any securities of the Company that would grant allow such current or future holder rights to demand require the registration of shares of the Company’s capital stock, or Company to include such shares securities in a any registration statement filed by the Company on a basis that would reduce or limit the number rights of shares includable by the HoldersHolders of Registrable Securities hereunder or otherwise on terms more favorable to such other holders than this Agreement.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement in either such case that would reduce the number of shares includable by the Holders.

Limitation on Subsequent Registration Rights. Other than Except as otherwise provided in Section 5.10this Agreement, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, From and after the date of this Agreementhereof, the Company shall not enter into any agreement with granting any holder or prospective holder of any securities of the Company registration rights with respect to such securities that would grant such holder conflict with the rights granted to demand the registration of shares Investors herein without the prior written consent of the Company’s capital stock, or to include such shares in Investors holding a registration statement that would reduce majority of the number of shares includable by the HoldersRegistrable Securities.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not not, without the prior written consent of the Requisite Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu with or senior to those granted to the Holders hereunder or would allow such holder or prospective holder to initiate a demand the for registration of shares of the Company’s capital stock, any securities held by such holder or to include such shares in a registration statement that would reduce the number of shares includable by the Holdersprospective holder.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, From and after the date of this Agreement, Agreement the Company shall not not, without the prior written consent of the Investors, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant giving such holder or prospective holder any registration rights the terms of which are equivalent to demand or more favorable than the registration of shares of rights granted to the Company’s capital stockInvestors hereunder, or to include such shares in a registration statement that which would reduce the number amount of shares includable by Registrable Securities the HoldersInvestors can include in any Registration Statement filed pursuant to Section 5 hereof, unless such rights are subordinate to those of the Investors.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the The Company shall not not, without the prior written consent of each Investor, enter into any agreement with any other holder or prospective holder of any securities of the Company that would grant allow such other holder rights or prospective holder to demand include securities of the Company in any registration of statement on terms more favorable than the terms on which the Investor may include shares of the Company’s capital stock, or to include Registrable Securities in such shares in a registration statement that would reduce the number of shares includable by the HoldersRegistration.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce statement, unless, under the number terms of shares includable such agreement, such rights are subordinate to the rights of the Holders or are approved by a majority in interest of the HoldersRegistrable Securities then outstanding.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.105.12, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreementhereof, the Company shall not enter into any agreement with (excluding, for the avoidance of doubt, the Stockholders’ Agreement) granting any holder or prospective holder of any securities of the Company registration rights with respect to such securities that would grant such holder conflict with the rights granted to the Holders herein, without the prior written consent of Holders of a majority of the Registrable Securities. It is agreed that the granting of pro rata registration rights to demand any other investor in the registration of shares of Company shall not be considered to conflict with the Company’s capital stock, or rights granted to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders herein.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not not, without the prior written approval of the Investors holding a majority of the Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, From and after the date of this Agreementhereof, the Company shall not enter into any agreement with granting any holder or prospective holder of any securities of the Company registration rights with respect to such securities that would grant such holder conflict with the rights granted to the Holders herein, without the prior written consent of the Investors’ Representative. It is agreed that the granting of pro rata registration rights to demand any other investor in the registration of shares of Company shall not be considered to conflict with the Company’s capital stock, or rights granted to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders herein.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares securities of the Company’s capital stock, or to include such shares securities in a registration statement that would reduce the number of shares securities includable by the Holders.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.104.9, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.

Limitation on Subsequent Registration Rights. Other than as otherwise provided in Section 5.10herein, after the date of this Agreement, the Company shall will not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders or would otherwise grant registration rights on a parity with or senior to those granted to the Holders hereunder, other than the right to a Special Registration Statement, without the prior written consent of the holders of at least a majority of the Registrable Securities then outstanding.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.105.9, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders; provided, however, that the Holders acknowledge that certain Registration Rights and Securityholder Agreement, by and between the Company and Pfizer, Inc., of even date herewith.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not not, without the prior written consent of the Holders holding 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 grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that the Holders wish to so include.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders, without the consent of the holders of at least 70% of the Registrable Securities.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would (a) grant such holder rights to demand the registration of shares of the Company’s capital stock, or (b) provide to such holder the right to include such shares in a registration statement on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that would reduce the number of shares includable by the Holdersthey wish to include in such offering.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the The Company shall not not, without the prior written consent of the Holders holding 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 grant allow such holder or prospective holder to have registration rights of such securities that are senior to demand the registration of shares rights of the Company’s capital stock, or to include such shares Holders as set forth in a registration statement that would reduce the number of shares includable by the Holdersthis Section 2.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement6.12, the Company shall not enter into any agreement with any holder Holder or prospective holder Holder of any securities of the Company that would grant such holder Holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.105.11, after the date of this Agreement, the Company shall not not, without the prior written consent of the Holders of 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 grant such holder registration rights on a parity with or senior to demand those granted to the registration of shares of Holders hereunder, other than the Company’s capital stock, or right to include such shares in a registration statement that would reduce the number of shares includable by the HoldersSpecial Registration Statement.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders unless consented to by the Holders of at least fifty-five percent (55%) of the Registrable Securities then outstanding.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, From and after the date of this Agreementhereof, the Company shall not enter into any agreement with granting any holder or prospective holder of any securities of the Company registration rights with respect to such securities that would grant such holder conflict with the rights granted to the Holders herein, without the prior written consent of the Investors. It is agreed that the granting of pro rata registration rights to demand any other investor in the registration of shares of Company shall not be considered to conflict with the Company’s capital stock, or rights granted to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders herein.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.106.10, after the date of this Agreement, the Company shall not not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, consenting as a single class, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.105.11, after the date of this Agreement, the Company shall not not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstanding, including the Holders of a majority of the Series Preferred Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to demand those granted to the registration of shares of Holders hereunder, other than the Company’s capital stock, or right to include such shares in a registration statement that would reduce the number of shares includable by the HoldersSpecial Registration Statement.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.105.11, after the date of this Agreement, the Company shall not 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 grant such holder registration rights pari passu or senior to demand those granted to the registration of shares of Holders hereunder, other than the Company’s capital stock, or right to include such shares in a registration statement that would reduce the number of shares includable by the HoldersSpecial Registration Statement.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall will not enter into any agreement with any holder or prospective holder of Person that would grant such Person any registration rights with respect to any securities of the Company that would grant such holder rights to demand without the registration of shares prior written consent of the Company’s capital stock, or to include such shares in Members of a registration statement that would reduce majority of the number of shares includable by the Holdersthen outstanding Registrable Securities.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.105.11, after the date of this Agreement, the Company shall not not, without the prior written consent of the Holders of 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 grant such holder registration rights on parity with or senior to demand those granted to the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders hereunder.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, From and after the date of this Agreementhereof, the Company shall not enter into any agreement with granting any holder or prospective holder of any securities of the Company registration rights with respect to such securities that would grant such holder conflict or are inconsistent with the rights granted to demand the registration Holders herein, without the prior written consent of shares Holders of a majority of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersRegistrable Securities.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the The Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s 's capital stockstock on more favorable terms than those granted to holders of Preferred Stock, or to include such shares in without the consent of at least a registration statement that would reduce majority of the number holders of shares includable by the Holdersthen outstanding Preferred Stock, voting on an as-if converted basis.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not 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 grant such holder registration rights on a parity with or senior or superior to demand those granted to the registration of shares of Holders hereunder, other than the Company’s capital stock, or right to include such shares in a registration statement that would reduce the number of shares includable by the HoldersSpecial Registration Statement.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, From and after the date of this Agreementhereof, the Company shall not enter into any agreement with granting any holder or prospective holder of any securities of the Company registration rights with respect to such securities that would grant such holder are more favorable or conflict with the rights granted to the Investors herein without the prior written consent of the Investors holding at least two-thirds of the Registrable Securities. It is agreed that the granting of pro rata registration rights to demand any other investor in the registration of shares of Company shall not be considered to conflict with the Company’s capital stock, or rights granted to include such shares in a registration statement that would reduce the number of shares includable by the HoldersInvestors herein.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, From and after the date of this Agreement, the Company shall not enter into any agreement with granting any holder or prospective holder of any securities of the Company demand registration rights, or registration rights with respect to such securities that would grant allow such holder or prospective holder to have registration rights to demand more favorable than those contained herein so long as any of the registration of shares of the Company’s capital stock, or to include such shares rights under this Agreement remain in a registration statement that would reduce the number of shares includable by the Holderseffect.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not not, without the written consent of 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 grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders without obtaining the consent of the Holders of a majority of the Registrable Securities.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders, in each case, without the consent of Requisite Majority.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company without the prior written approval of the holders of a majority of the Registrable Securities that would grant such holder (i) rights to demand the registration of shares of the Company’s capital stocktheir shares, or to include such their shares in a registration statement that would reduce the number of shares includable by the HoldersHolders or (ii) any other registration rights on a parity with or senior to those granted to the Holders hereunder, other than the right to a Special Registration Statement.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not not, without the prior written consent of the Investors, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to demand those granted to the registration of shares of Investors hereunder, other than the Company’s capital stock, or right to include such shares in a registration statement that would reduce the number of shares includable by the HoldersSpecial Registration Statement.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, From and after the date of this Agreement, without the prior written consent of Holder, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant (nor shall the Company, in the absence of any such prior agreement, permit any such holder rights to demand the registration of shares of the Company’s capital stock, or prospective holder) to include such shares securities in a any registration statement that would reduce the number of shares includable contemplated by the Holders.this Agreement other than "piggyback" registration rights with terms which are less favorable than those granted in this Agreement. TO INCIDENTAL REGISTRATION RIGHTS AGREEMENT

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders, without the approval of the holders of at least fifty-five percent (55%) of the outstanding Shares.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder (i) rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders or (ii) any other registration rights on parity with or senior to those granted to the Holders hereunder, other than the right to a Special Registration Statement.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreementhereof, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company (other than the Investors or any transferee thereof or other person or entity who becomes a party to the stockholders agreement among the Investors entered into on the date hereof) that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders, without the written consent of the holders of a majority of the Shares outstanding on such date.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not not, without the prior written approval of the Initiating Holders (excluding, for this purpose, any Registrable Securities within clause (ii) of the definition of Registrable Securities), enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce are more favorable to the number of shares includable by holder or prospective holder than the Holdersrights provided to Investors in this Agreement.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.105.11, after the date of this Agreement, the Company shall not 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 grant such holder registration rights pari pasu with or senior to demand those granted to the registration of shares of Holders hereunder, other than the Company’s capital stock, or right to include such shares in a registration statement that would reduce the number of shares includable by the HoldersSpecial Registration Statement.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not not, without the prior written consent of Holders of a majority of the Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant permit such holder rights to demand require that the registration of shares of the Company’s capital stock, or to include Company register any securities held by such shares in a registration statement that would reduce the number of shares includable by the Holdersholder.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not not, without the consent of the holders of a majority-in-interest of the Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder (i) rights to demand the registration of shares of the Company’s capital stocktheir shares, or to include such their shares in a registration statement that would reduce the number of shares includable by the HoldersHolders or (ii) any other registration rights on a parity with or senior to those granted to the Holders hereunder, other than the right to a Special Registration Statement.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, From and after the -------------------------------------------- date of this Agreement, the Company shall not not, without the consent of the holders of at least a majority of the then outstanding shares of Registrable Stock, enter into any agreement with granting any holder or prospective holder of any securities of the Company that would grant registration rights with respect to such holder securities unless the holders of such new registration rights to demand the registration of shares of the Company’s capital stock, or to include such shares may only participate in a registration statement on a basis that would reduce is pari passu with or subordinate to the number rights ---- ----- granted to the holders of shares includable by the HoldersRegistrable Stock hereunder.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.105.11 hereof, after the date of this Agreement, the Company shall not not, without the prior written consent of the Holders of at least (i) a majority of the Registrable Securities Deemed Outstanding, and (ii) Rose Capital, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to demand those granted to the registration of shares of Holders hereunder, other than the Company’s capital stock, or right to include such shares in a registration statement that would reduce the number of shares includable by the HoldersSpecial Registration Statement.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, From and after the date of this Agreement, the Company shall not not, without the prior written consent of the Investor, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant allow such holder rights to demand the registration of shares of the Company’s capital stock, or prospective holder to include such shares securities in a any registration statement filed under Section 2(b), unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that would the inclusion of such securities will not reduce the number of shares includable Shares held by the HoldersInvestor that are included.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.105, after the date of this AgreementAgreement Date, the Company shall not 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 grant such holder registration rights to demand the registration of shares of the Company’s capital stocksenior to, or pari passu with, those granted to include such shares in the Holders hereunder, other than the right to a registration statement that would reduce the number of shares includable by the HoldersSpecial Registration Statement.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not not, without the prior written consent of the Holders of 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 grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not not, without the prior written consent of the Holders of at least two-thirds (2/3) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to demand those granted to the registration of shares of Holders hereunder, other than the Company’s capital stock, or right to include such shares in a registration statement that would reduce the number of shares includable by the HoldersSpecial Registration Statement.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, From and after the date of this Agreementhereof, the Company shall not enter into any agreement with granting any holder or prospective holder of any securities of the Company registration rights with respect to such securities that would grant such holder conflict in a material respect with the rights granted to demand the registration Stockholders herein, without the prior written consent of shares Stockholders holding a majority of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersRegistrable Securities.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders unless consented to by the Holders of at least sixty-five percent (65%) of the Registrable Securities then outstanding.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares securities of the Company’s capital stock, or to include such shares securities in a registration statement that would reduce the number of shares securities includable by the Holders.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.102.14, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10Without the consent of the holders of a majority of the Registrable Securities, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.105.11, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights on a parity with or senior to demand those granted to the registration of shares Holders hereunder, other than the right to a Special Registration Statement, without the prior written consent of the Company’s capital stock, Holders of a majority of the Registrable Securities then outstanding which are issuable or to include such shares in a registration statement that would reduce were issued upon conversion of the number of shares includable by the HoldersPreferred Stock.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders that are senior to or on parity with those granted to the Holders hereunder without the prior written consent of the Holders of not less than seventy-five percent (75%) of the Registrable Securities.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not, without the prior written consent of the holders of a majority of the Common Registrable Shares, which consent shall not be unreasonably withheld, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holdersrights.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this AgreementEffective Date, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, either on par or superior to include such shares in the holders of Preferred Shares, without the approval of holders of a registration statement that would reduce majority of the number of shares includable by the Holdersthen issued Preferred Shares voting together as a class on an as-converted basis.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not not, without the consent of the holders of a majority of the Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not not, without the prior written consent of those Holders of at least 75% of the Registrable Securities then outstanding held by the Investors, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights on a parity with or senior to demand those granted to the registration of shares of Holders hereunder, other than the Company’s capital stock, or right to include such shares in a registration statement that would reduce the number of shares includable by the HoldersSpecial Registration Statement.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, From and after the date of this Agreementhereof, the Company shall not enter into any agreement with granting any holder or prospective holder of any securities of the Company registration rights with respect to such securities that would grant such holder rights to demand have the registration effect of shares reducing the amount of Registrable Securities that any Holder may otherwise include or sell in any offering of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holderssecurities under this Agreement.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights that are superior to or inconsistent with those granted to the Holders herein without the prior written consent of the Holders holding at least a majority of the Series B Registrable Securities; provided, however, that, subject to the protective provisions set forth in the Certificate, the Company may issue registration rights to demand the registration future series of shares preferred stock which are pari passu with those of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders set forth herein.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.106.10, after the date of this Agreement, the Company shall not not, without the prior written consent of the Holders holding 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 grant such holder registration rights senior to demand those granted to the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the HoldersHolders hereunder.

Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after After the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, either on par or superior to include such shares in the holders of Preferred Shares, without the approval of holders of a registration statement that would reduce majority of the number of shares includable by the Holdersthen issued Preferred Shares voting together as a class on an as-converted basis.