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We and certain of our stockholders have entered into an investor rights agreement. The registration rights provisions of this
agreement provide those holders with demand and piggyback registration rights with respect to an aggregate of 12,572,496 shares of our common stock, including shares of common stock issuable upon
conversion of our preferred stock in connection with this offering, which we refer to as registrable securities.
Demand Registration Rights
At any time beginning 180 days following the effective date of the registration statement of which this prospectus is a part,
the holders of at least a majority of the registrable securities in the aggregate have the right to demand that we file a Form S-1 registration statement. These registration rights are
subject to specified conditions and limitations, including the right of a managing underwriter to limit the number of shares included in any such registration under specified circumstances. Upon such
a request, we are required to effect the registration as expeditiously as practicable.
Piggyback Registration Rights
If we propose to register any of our common stock under the Securities Act of 1933, as amended, or the Securities Act, either for our
own account or for the account of other stockholders, the holders of registrable securities will each be entitled to notice of the registration and will be entitled to include their shares of common
stock in the registration statement. These piggyback registration rights are subject to specified conditions and limitations, including the right of a managing underwriter to limit the number of
shares included in any such registration under specified circumstances.
Registration on Form S-3
At any time after we become eligible to file a registration statement on Form S-3, holders of registrable securities
will be entitled, upon their written request, to have such shares registered by us on a Form S-3 registration statement at our expense, provided that such requested registration has an
anticipated aggregate offering size to the public of at least $3.0 million, net of offering expenses, and subject to other specified conditions and limitations.
Expenses of Registration
We will pay all expenses relating to any demand, piggyback or Form S-3 registration, other than underwriting discounts and
commissions, subject to specified conditions and limitations.
Termination of Registration Rights
The registration rights granted under the investor rights agreement will terminate with respect to a particular holder at such time as
that holder and its affiliates may sell all of their shares of common stock pursuant to Rule 144 under the Securities Act without any restrictions on volume or the necessity of the company
being current in its Exchange Act reporting.
Section 203 of the Delaware General Corporation Law
We are subject to Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in
any business combination with any interested stockholder