NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties, covenants and conditions set forth below, the Company and each Holder, severally and not jointly, intending to be legally bound, hereby agree as follows:
1. REGISTRATION RIGHTS.
1.1 Definitions. In addition to the definitions set forth elsewhere in this Agreement, the following definitions shall apply for purposes of this Agreement:
(a) The term Affiliate means any Person which controls, is controlled by or is under common control with any other Person or Persons. For the purposes of this definition, control has the meaning specified as of the date of this Agreement for that word in Rule 405 promulgated by the Commission under the Securities Act.
(b) The term Board or Board of Directors means the Board of Directors of the Company.
(c) The term Commission means the United States Securities and Exchange Commission, and any successor thereto.
(d) The term Conversion Common Stock means the shares of Common Stock issued upon the conversion of the Prior Preferred Stock pursuant to the Automatic Conversion.
(e) The term Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated from time to time thereunder.
(f) The term Form S-1 or Form S-3 means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the Commission, which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the Commission.
(g) The term Holder means any Person owning or having the right to acquire Registrable Securities or any assignee thereof who has become a party to this Agreement in accordance with Section 1.12 hereof.
(h) The term Person means any individual, corporation, partnership, limited partnership, limited liability company, firm, joint venture, association, joint stock company, trust, unincorporated organization or other entity or organization.
(i) The term New Series A Preferred means shares of the Companys New Series A Convertible Participating Preferred Stock, par value $0.001 per share.
(j) The term New Series A-1 Preferred means shares of the Companys New Series A-1 Convertible Participating Preferred Stock, par value $0.001 per share.
(k) The term Preferred Holders means collectively the holders of the Companys issued and outstanding New Series A Preferred, New Series A-1 Preferred, New Series B Preferred, New Series B-1 Preferred, New Series C Preferred and New Series C-1 Preferred, or persons who have acquired shares from such holders or their transferees or assignees in accordance with the provisions of this Agreement.