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CUSIP No. 62548M100 | | Schedule 13D | | Page 14 of 18 Pages |
ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
On July 12, 2020, the Issuer entered into the Merger Agreement, providing for the acquisition by the Issuer of a business in which the Reporting Persons were invested. In connection with the Merger Agreement, the Investors entered into the Investor Rights Agreement with the Issuer and certain other parties thereto. Pursuant to the Investor Rights Agreement, certain parties, including the Investors, agreed with the Issuer that, subject to certain exceptions, they would not sell, transfer, pledge or otherwise dispose of the Common Stock for a period of 18 months as set forth in the Investor Rights Agreement. The parties to the Investor Rights Agreement further agreed to a customary market stand-off period not to exceed 90 days. For further information, see the Investor Rights Agreement filed herewith as Exhibit 7.2.
The parties to the Investor Rights Agreement also have certain rights to require the Issuer to register the Common Stock, including one demand notice following the one-year anniversary of the closing date of the transactions described herein, if there have been no other demand registrations or shelf take-downs prior to the one-year anniversary of such closing date. The registration rights set forth in the Investor Rights Agreement also provides the holders of the Common Stock party thereto with unlimited piggyback registration rights, subject to certain exceptions as set forth in the Investor Rights Agreement. For further information, see the Investor Rights Agreement filed herewith as Exhibit 7.2.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement and the Investor Rights Agreement, filed herewith as Exhibits 7.1 and 7.2, respectively, and incorporated herein by reference.
Other than the matters disclosed above in response to Items 4 and 5 and this Item 6, none of the Reporting Persons is party to any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.