Form of Registration Rights Agreement



 Exhibit 4.3 
 Form of Registration Rights Agreement 
 This REGISTRATION RIGHTS AGREEMENT (this
“Agreement”) is made as of [            , 20__] by and among [            ], a [Delaware] corporation, (the
“Company”), and each holder of a Deficiency Note (as defined below) listed on Schedule 1 hereto (each such holder, individually, an “Investor” and, collectively, the “Investors”). 

WHEREAS, in connection with the consummation of the transactions contemplated by that certain Agreement, dated as of June __, 2009, by
and among             (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Agreement”)],
[            ] made certain Deficiency Promissory Notes dated as of May             , 2009, for the benefit of the Investors
(each, a “Deficiency Note” and, collectively, the “Deficiency Notes”); 
 WHEREAS, each
Deficiency Note is convertible into shares (the “Shares”) of the Company’s [common stock, $0.01 par value per share (the “Common Stock”)], at a price and upon the terms and conditions set forth in the
Deficiency Note; and 
 WHEREAS, the terms of the Agreement provide that it shall be a requirement following the Effective Date
(as defined in the Deficiency Notes), for the Company and the Investors to execute and deliver this Agreement. 
 NOW,
THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto hereby agree as follows: 
 1.
DEFINITIONS. The following terms shall have the meanings provided therefor below or elsewhere in this Agreement as described below: 
 “Affiliates” means any Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, a Person, as such terms are
used and construed under Rule 144. 
 “Board” means the Board of Directors of the Company. 

“Business Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday or a day on
which banking institutions in the State of New York are authorized or required by law or other governmental action to close. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and all of the rules and regulations promulgated
thereunder. 
 “Person” (whether or not capitalized) means an individual, partnership, limited liability
company, corporation, association, trust, joint venture, unincorporated organization, and any government, governmental department or agency or political subdivision thereof. 
 “Prospectus” means the prospectus included in any Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus
filed as part of an effective Registration Statement in reliance upon Rule 430A or Rule 430B promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of
the Registrable Shares covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference in such Prospectus. 







 “Registrable Shares” means, at the relevant time of reference thereto, that
number of Shares issued pursuant to the terms of a Deficiency Note (including any shares of capital stock issued in respect thereof pursuant to a stock split, stock dividend, stock combination, recapitalization, reorganization, recombination,
reclassification or other similar event); provided, however, that the term “Registrable Shares” shall not include any of the Shares (a) that are actually sold pursuant to a registration statement that has been declared
effective under the Securities Act by the SEC or (b) that, subject to the proviso in this clause (b), may be sold pursuant to Rule 144 subsequent to the date which is one year after the date on which such Investor can sell all of its
Registrable Shares pursuant to the exemption from the registration requirements of the Securities Act provided by Rule 144 without any restriction; provided, however, that Shares shall remain Registrable Shares if the Company shall not
have, upon the written request of an Investor (accompanied by the written opinion of counsel to such Investor that is reasonably acceptable to the Company as to the legal basis for such removal and termination), caused any restrictive legend from
any certificate representing, and terminated any stop transfer instructions with respect to, such Shares. 

“Registration Statement” means any registration statements contemplated by this Agreement, including (in each case) the
Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference in such registration statement or Prospectus.

 “Rule 144” means Rule 144 promulgated under the Securities Act and any successor or substitute rule, law or
provision. 
 “SEC” means the Securities and Exchange Commission. 

“Securities Act” means the Securities Act of 1933, as amended, and all of the rules and regulations promulgated
thereunder. 
 2. RESERVED. 
 3. “PIGGYBACK REGISTRATION”. 
 (a) If the Company proposes to
file a registration statement with respect to an offering of Common Stock under the Securities Act, whether as an offering for its own account or the account of others (but excluding (i) the Company’s registration statement filed with
respect to its initial public offering of Common Stock under the Securities Act and (ii) any registrations to be effected on Form S-4 or S-8 or other applicable successor Forms), the Company shall, each such time, give to the Investors twenty
(20) days’ prior written notice of its intent to do so, and such notice shall describe the proposed registration and shall offer such Investors the opportunity to register such number of Registrable Shares as each such Investor may
request. Subject to Section 3(b) hereof, upon the written request of any Investor given to the Company within fifteen (15) days after the receipt of any such notice by the Company, the Company shall include in such Registration Statement
all or part of the Registrable Shares of such Investor, to the extent requested to be registered. 
 (b) If a registration
pursuant to Section 3 hereof involves an underwritten offering and the managing underwriter shall advise the Company in writing that, in its opinion, the number of shares of Common Stock requested by the Investors to be included in such
registration is likely to affect materially and adversely the success of the offering or the price that would be received for any shares of Common Stock offered in such offering, then, notwithstanding anything in this Section 3 to the contrary,
the Company shall only be required to include in such registration, to the extent of the number of shares of Common Stock which the 

  
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Company is so advised can be sold in such offering, (i) in the event that such registration is initiated by the Company, first, the number of shares of Common Stock proposed to be included
in such registration for the account of the Company, and second, the number of shares of Common Stock requested to be included in such registration for the account of any stockholders of the Company (including the Investors), pro rata among such
stockholders on the basis of the number of shares of Common Stock that each of them has requested to be included in such registration, and (ii) in the event that such registration is initiated by a stockholder of the Company, first, the number
of shares of Common Stock requested to be included in such registration for the account of any stockholders of the Company (including the Investors), pro rata among such stockholders on the basis of the number of shares of Common Stock that each of
them has requested to be included in such registration, and second, the number of shares of Common Stock proposed to be included in such registration for the account of the Company. 

(c) In connection with any offering involving an underwriting of shares, the Company shall not be required under this Section 3 or
otherwise to include the Registrable Shares of any Investor therein unless such Investor accepts and agrees to the terms of the underwriting, which shall be reasonable and customary, as agreed upon between the Company and the underwriters selected
by the Company. 
 4. OBLIGATIONS OF THE COMPANY. In connection with the Company’s registration obligations
hereunder, the Company shall, as expeditiously as practicable: 
 (a) (i) furnish to each selling Investor copies of all
documents filed with the SEC prior to their being filed with the SEC; and (ii) notify the selling Investors of any stop order issued or threatened by the SEC and use commercially reasonable efforts to prevent the entry of such stop order or to
remove it if entered. 
 (b) (i) prepare and file with the SEC (electronically on EDGAR) such amendments and supplements,
including post-effective amendments, to each Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the Securities Act; (ii) cause any related Prospectus to be amended or supplemented by any
required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as possible to any comments received from the SEC with respect to each Registration Statement or any amendment thereto
and as promptly as possible provide the selling Investors true and complete copies of all correspondence from and to the SEC relating to the Registration Statement (other than correspondence containing material nonpublic information); and
(iv) comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Shares covered by such Registration Statement as so amended or in such Prospectus as so supplemented. 

(c) Notify the selling Investors and selling Investors’ counsel as promptly as possible: 

(i) when the SEC notifies the Company whether there will be a “review” of a Registration Statement and whenever the SEC
comments in writing on such Registration Statement; and (ii) when a Registration Statement, or any post-effective amendment or supplement thereto, has become effective, and after the effectiveness thereof: (A) of any request by the SEC or
any other federal or state governmental authority for amendments or supplements to the Registration Statement or Prospectus or for additional information; (B) of the issuance by the SEC or any state securities commission of any stop order
suspending the effectiveness of the Registration Statement covering any or all of the Registrable Shares or the initiation of any 

  
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proceedings for that purpose; (C) of a pending proceeding against the Company under Section 8A of the Securities Act in connection with the offering of the Registrable Shares; and
(D) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Shares for sale in any jurisdiction, or the initiation or threatening of any
proceeding for such purpose. Without limitation of any remedies to which the Investors may be entitled under this Agreement, if any of the events described in Section 4(c)(ii)(A), (B) or (C) occur, the Company shall use commercially
reasonable efforts to respond and correct the event. 
 (d) Notify the selling Investors and their counsel as promptly as
possible of the happening of any event as a result of which the Prospectus included in or relating to a Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading; and, thereafter, the Company will as promptly as possible prepare (and, when completed, give notice to each Investor) a supplement or amendment to such Prospectus so that, as thereafter
delivered to the purchasers of such Registrable Shares, such Prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; provided that upon such notification
by the Company, the selling Investors will not offer or sell Registrable Shares pursuant to such Prospectus until the Company has notified the selling Investors that it has prepared a supplement or amendment to such Prospectus and delivered copies
of such supplement or amendment to the selling Investors (it being understood and agreed by the Company that the foregoing proviso shall in no way diminish or otherwise impair the Company’s obligation to as promptly as possible prepare a
Prospectus amendment or supplement as above provided in this Section 4(d) and deliver copies of same as above provided in Section 4(h) hereof). 
 (e) Upon the occurrence of any event described in Section 4(d) hereof, as promptly as possible, prepare a supplement or amendment, including a post-effective amendment, to the Registration Statement
or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither the Registration Statement nor such Prospectus
will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. 

(f) Use commercially reasonable efforts to avoid the issuance of or, if issued, obtain the withdrawal of, (i) any order suspending
the effectiveness of any Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Shares for sale in any jurisdiction, in each case as promptly as possible. 

(g) Furnish to the selling Investors and their counsel, without charge, at least one conformed copy of each Registration Statement and
each amendment thereto, and all exhibits to the extent requested by such selling Investor or their counsel (including those previously furnished or incorporated by reference) as promptly as possible after the filing of such documents with the SEC.

 (h) As promptly as possible furnish to each selling Investor, without charge, such number of copies of a Prospectus,
including a preliminary Prospectus, in conformity with the requirements of the Securities Act, and such other documents (including, without limitation, Prospectus amendments and supplements) as each such selling Investor may reasonably request


  
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in order to facilitate the disposition of the Registrable Shares covered by such Prospectus and any amendment or supplement thereto. The Company hereby consents to the use of such Prospectus and
each amendment or supplement thereto by each of the selling Investors in connection with the offering and sale of the Registrable Shares covered by such Prospectus and any amendment or supplement thereto to the extent permitted by federal and state
securities laws and regulations. 
 (i) Use commercially reasonable efforts to register and qualify (or obtain an exemption from
such registration and qualification) the Registrable Shares under such other securities or blue sky laws of the states of residence of each selling Investor and such other jurisdictions as each selling Investor shall reasonably request, to keep such
registration or qualification (or exemption therefrom) effective during the periods each Registration Statement is effective, and do any and all other acts or things which may be reasonably necessary or advisable to enable each selling Investor to
consummate the public sale or other disposition of Registrable Shares in such jurisdiction, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions where it is not then qualified or subject to process. 
 (j) Cooperate
with the selling Investors to facilitate the timely preparation and delivery of certificates representing the Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent
permitted by applicable law, of all restrictive legends, and to enable such Registrable Shares to be in such denominations and registered in such names as such selling Investors may request. 

(k) Cooperate with any reasonable due diligence investigation undertaken by the selling Investors, any managing underwriter participating
in any disposition pursuant to a Registration Statement, selling Investors’ counsel and any attorney, accountant or other agent retained by selling Investors or any managing underwriter, in connection with the sale of the Registrable Shares,
including, without limitation, making available any documents and information; provided, however, that the Company will not deliver or make available to any selling Investor material, nonpublic information. 

(l) Comply with all applicable rules and regulations of the SEC in all material respects. 

5. EXPENSES OF REGISTRATION. The Company shall pay for all expenses incurred in connection with a registration pursuant to this
Agreement and compliance with Section 4 of this Agreement, including, without limitation, (i) all registration, filing and qualification fees and expenses (including, without limitation, those related to filings with the SEC or any
national securities exchange upon which the Company’s securities are listed and in connection with applicable state securities or blue sky laws), (ii) all printing expenses, (iii) all messenger, telephone and delivery expenses
incurred by the Company, (iv) all fees and disbursements of counsel for the Company, and (v) all fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this
Agreement. 
 6. RESERVED. 

  
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 7. INDEMNIFICATION. In the event that any Registrable Shares of the Investors are
included in a Registration Statement pursuant to this Agreement: 
 (a) To the fullest extent permitted by law, the Company will
indemnify and hold harmless each Investor and each officer, director, fiduciary, agent, investment advisor, employee, member (or other equity holder), general partner and limited partner (and affiliates thereof) of such Investor, each broker,
underwriter or other person acting on behalf of such Investor and each person, if any, who controls such Investor within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, (the
“Losses”) to which they may become subject under the Securities Act or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or relate to any untrue or alleged untrue statement of any material fact contained in the
Registration Statement, or arise out of or relate to the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or any violation by the Company of the
Securities Act or state securities or blue sky laws applicable to the Company in connection with such registration or qualification under such Securities Act or state securities or blue sky laws; and, subject to the provisions of Section 7(c)
hereof, the Company will reimburse on demand such Investor, such broker or other person acting on behalf of such Investor or such officer, director, fiduciary, employee, member (or other equity holder), general partner, limited partner, affiliate or
controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this
Section 7(a) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case
for any such loss, damage, liability or action to the extent that it solely arises out of or is based upon an untrue statement of any material fact contained in the Registration Statement or omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in each case to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, in reliance upon and
in conformity with written information furnished by such Investor expressly for use in connection with such Registration Statement. 
 (b) To the fullest extent permitted by law, each Investor, severally (as to itself) and not jointly, will indemnify and hold harmless the Company, each of its directors, each of its officers who have
signed the Registration Statement, each person, if any, who controls the Company within the meaning of the Securities Act, and all other Investors against any Losses to which the Company or any such director, officer or controlling person or other
Investor may become subject to, under the Securities Act or otherwise, insofar as such Losses (or actions in respect thereto) solely arise out of or are based upon any untrue statement of any material fact contained in the Registration Statement, or
solely arise out of or relate to the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission was made in the Registration Statement in reliance upon and in conformity with written information furnished by such Investor expressly for use in connection with such Registration Statement; and, subject to
the provisions of Section 7(c) hereof, such Investor will reimburse on demand any legal expenses reasonably incurred by the Company or any such director, officer, controlling person, or other Investor in connection with investigating or
defending any such Losses; provided, however, that the maximum aggregate amount of liability of such Investor under this Section 7 shall be limited to the proceeds (net of 

  
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underwriting discounts and commissions, if any) actually received by such Investor from the sale of Registrable Shares covered by such Registration Statement; and provided, further, however, that
the indemnity agreement contained in this Section 7(b) or Section 7(d) hereof shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of such Investor against which the request
for indemnity is being made (which consent shall not be unreasonably withheld). 
 (c) As promptly as possible after receipt by
an indemnified party under this Section 7 of notice of the threat, assertion or commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 7,
notify the indemnifying party in writing of the commencement thereof and the indemnifying party shall have the right to participate in and, to the extent the indemnifying party desires, jointly with any other indemnifying party similarly noticed, to
assume at its expense the defense thereof with counsel mutually satisfactory to the parties; provided, however, that the failure to notify an indemnifying party promptly of the threat, assertion or commencement of any such action shall not relieve
such indemnifying party of any liability to the indemnified party under this Section 7 except (and only) to the extent that it shall be finally determined that such failure shall have proximately and adversely prejudiced the indemnifying party.
An indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless: (i) the
indemnifying party agrees to pay such fees and expenses; (ii) the indemnifying party fails promptly to assume, or in the event of a conflict of interest cannot assume, the defense of such action, in which case the indemnified party shall also
have the right to employ counsel and to assume the defense of such action; or (iii) in the indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such
action; provided, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction, arising out of the same general allegations or circumstances,
be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the indemnified parties, or for fees and expenses that are not reasonable. 

(d) If the indemnification provided for in this Section 7 from the indemnifying party is applicable by its terms but unavailable to
an indemnified party hereunder in respect of any Losses, then the indemnifying party, in lieu of indemnifying such indemnified party, shall, subject to the maximum aggregate liability of any Investor as set forth in Section 7(b), contribute to
the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in
connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative faults of such indemnifying party and indemnified party shall
be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates
to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of
the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Sections 7(a), 7(b) and 7(c), any legal or other fees, charges or expenses reasonably incurred by such party
in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section 

  
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11(f) of the Securities Act) shall be entitled to contribution from any person. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7(d)
were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. 

(e) The indemnity and contribution agreements contained in this Section are in addition to any liability that any indemnifying party may
have to any indemnified party. 
 8. REPORTS UNDER THE EXCHANGE ACT. The Company agrees to use commercially reasonable
efforts to: (i) make and keep public information available, as those terms are understood and defined in Rule 144; (ii) file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities
registered under the Securities Act or the Exchange Act; and (iii) as long as any Investor owns any Shares, to furnish in writing upon such Investor’s request a written statement by the Company that it has complied with the reporting
requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor a copy of the most recent annual and quarterly reports of the Company, and such other reports and documents so filed by the Company as may be
reasonably requested in availing such Investor of any rule or regulation of the SEC permitting the selling of any such Shares without registration. 
 9. TRANSFER OF REGISTRATION RIGHTS. Neither this Agreement nor any rights under this Agreement may be assigned in whole or in part without the prior written consent of the Company; provided,
however, that notwithstanding the foregoing, any permitted transferee of any Deficiency Note may be assigned, in connection with such transfer of an entire Deficiency Note, all of such assigning Investor’s rights under this Agreement without
any further consent or other action required by the Company and, upon such assignee or transferee notifying the Company in writing that it agrees to be bound by the provisions of this Agreement, such assignee or transferee shall be deemed an
“Investor” for all purposes of this Agreement. 
 10. ENTIRE AGREEMENT. This Agreement, together with the
Agreement, Deficiency Notes and [            ], constitutes and contains the entire agreement and understanding of the parties with respect to the subject matter hereof, and it also
supersedes any and all prior negotiations, correspondence, agreements or understandings with respect to the subject matter hereof. 
 11. MISCELLANEOUS. 
 (a) This Agreement, and any right, term or provision
contained herein, may not be amended, modified or terminated, and no right, term or provision may be waived, except with the written consent of (i) the holders of at least 50% of the then outstanding Registrable Shares and (ii) the
Company; provided that any amendment or modification that is materially and disproportionately adverse to any particular Investor (as compared to all Investors as a group) shall require the consent of such Investor. 

(b) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, as such laws are
applied to contracts entered into and wholly to be performed within the State of New York and without giving effect to any principles of conflicts or choice of law that would result in the application of the laws of any other jurisdiction. This
Agreement shall be binding upon the parties hereto and their respective heirs, personal representatives, successors and permitted assigns and transferees, provided that the 

  
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terms and conditions of Section 9 hereof are satisfied. Notwithstanding anything in this Agreement to the contrary, if at any time any Investor (including any successors or assigned) shall
cease to own any Registrable Shares, all of such Investor’s rights under this Agreement shall immediately terminate. 
 (c)
Any notices to be given pursuant to this Agreement shall be in writing and shall be given by certified or registered mail, return receipt request. Notices shall be deemed given when personally delivered or when mailed to the addresses of the
respective parties as set forth on Exhibit A or Schedule 1 hereto, as applicable, or to such changed address of which any party may notify the others pursuant hereto, except that a notice of change of address shall be deemed given when received. An
electronic communication (“Electronic Notice”) shall be deemed written notice for purposes of this Section 11(c) if sent with return receipt requested to the electronic mail address specified by the receiving party on Exhibit A or
Schedule 1 hereto, as applicable. Electronic Notice shall be deemed received at the time the party sending Electronic Notice receives verification of receipt by the receiving party. 

(d) The parties acknowledge and agree that in the event of any breach of this Agreement, remedies at law will be inadequate, and each of
the parties hereto shall be entitled to specific performance of the obligations of the other parties hereto and to such appropriate injunctive relief as may be granted by a court of competent jurisdiction. All remedies, either under this Agreement
or by law or otherwise afforded to any of the parties, shall be cumulative and not alternative. 
 (e) This Agreement may be
executed in a number of counterparts. All such counterparts together shall constitute one Agreement, and shall be binding on all the parties hereto notwithstanding that all such parties have not signed the same counterpart. The parties hereto
confirm that any facsimile copy of another party’s executed counterpart of this Agreement (or its signature page thereof) will be deemed to be an executed original thereof. 

(f) Except as provided in Section 9, this Agreement is intended solely for the benefit of the parties hereto and is not intended to
confer any benefits upon, or create any rights in favor of, any Person (including, without limitation, any stockholder or debt holder of the Company) other than the parties hereto or their permitted transferees or assignees. 

(g) If any provision of this Agreement is invalid, illegal or unenforceable, such provision shall be ineffective to the extent, but only
to the extent of, such invalidity, illegality or unenforceability, without invalidating the remainder of such provision or the remaining provisions of this Agreement, unless such a construction would be unreasonable. 

[Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as
of the date and year first above written. 
  

			
	[            ]	 	
		
	By:	 	  
	Name:	 	
	Title:	 	


  

			
	INVESTORS:
		
	[            ]	 	
		
	By:	 	  
	Name:	 	
	Title:	 	


 [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]] 







 Exhibit A 
 All correspondence to the Company shall be addressed as follows: 
 [Company]

 [Address] 
 [Attention] 
 [Telephone] 

[Facsimile] 

[E-mail] 
 with a copy (which
shall not constitute notice) to: 
 [Company Law Firm] 
 [Address] 
 [Attention] 

[Telephone] 

[Facsimile] 

[E-mail] 
 All correspondence to
the Investors shall be addressed as set forth in Schedule 1 below 







 Schedule 1 

List of Investors 
  

			
	 Investor
	 	 Notice Information