EXHIBIT 10.3
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REGISTRATION RIGHTS
This constitutes Schedule 4 to the Stock Exchange Agreement (as it may be
amended from time to time, the "Stock Exchange Agreement") dated as of April 25,
2003 between DOBLIQUE, INC., a company incorporated under the laws of Nevada
(the "Company"), those persons listed in Schedule 1 to the Stock Exchange
Agreement (each an Inyx Shareholder and collectively the Inyx Shareholders) and
Inyx Pharma Limited, a company incorporated in England and Wales (Inyx).
ARTICLE 1
DEFINITIONS
Definitions. Terms defined in the Stock Exchange Agreement are used herein as
therein defined. In addition, the following terms, as used herein, have the
following meanings:
Commission means the Securities and Exchange Commission.
Holder means a person who owns Registrable Securities and is either an Inyx
Shareholder or a transferee of an Inyx Shareholder who has agreed in writing to
be bound by the terms of Sections 1.3 and 6.5 of the Stock Exchange Agreement
and this Schedule 4.
Piggyback Registration means a piggyback registration as defined in Section 2.02
of this Schedule 4.
Registrable Securities means (i) the Company Shares issued under Section 1 of
the Stock Exchange Agreement, and (ii) any additional shares of common stock of
the Company issued in respect of the shares referred to in (i) in connection
with a stock split, stock dividend or similar event with respect to the Company
Shares. As to any particular Registrable Securities, such Registrable Securities
shall cease to be Registrable Securities as soon as they (i) have been sold or
otherwise disposed of pursuant to a registration statement that was filed with
the Commission and declared effective under the Securities Act, (ii) are
eligible for sale pursuant to Rule 144 without being subject to applicable
volume limitations thereunder, (iii) have been otherwise sold, transferred or
disposed of by a Holder to any Person that is not a Holder, or (iv) have ceased
to be outstanding.
Rule 144 means Rule 144 (or any successor rule of similar effect) promulgated
under the Securities Act.
Selling Holder means any Holder who is selling Registrable Securities pursuant
to a public offering registered hereunder.
Underwriter means a securities dealer who purchases any Registrable Securities
as principal and not as part of such dealer's market-making activities.
SECTION 1.02. Internal References. Unless the context indicates otherwise,
references to Articles, Sections and paragraphs shall refer to the corresponding
articles, sections and paragraphs in this Schedule 4 and references to the
parties shall mean the parties to the Stock Exchange Agreement.
ARTICLE 2
REGISTRATION RIGHTS
SECTION 2.01. Demand Registration. (a) The Inyx Shareholders owing in aggregate
a majority of the Company Shares, on their own behalf and on behalf of the other
Holders, may make up to two written requests for registration under the
Securities Act of all or any part of the Registrable Securities held by the
Holders (each, a "Demand Registration"). Such request will specify the aggregate
number of shares of Registrable Securities proposed to be sold and will also
specify the intended method of disposition thereof. A registration will not
count as a Demand Registration until it has become effective. Should a Demand
Registration not become effective due to the failure the Holders to perform
their obligations under this Schedule 4 or the inability of the requesting
Holders to reach agreement with the Underwriters for the proposed sale on price
or other customary terms for such transaction, or in the event the requesting
Holders withdraw or do not pursue the request for the Demand Registration (in
each of the foregoing cases, provided that at such time the Company is in
compliance in all material respects with its obligations under this Schedule 4),
then such Demand Registration shall be deemed to have been effected (provided
that if the Demand Registration does not become effective because of a material
adverse change in the condition (financial or otherwise), business, assets or
results of operations of the Company that occurs subsequent to the date of the
written request made by the requesting Holders, then the Demand Registration
shall not be deemed to have been effected).
(b) In the event that the requesting Holders withdraw or do not pursue a request
for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand
Registration is deemed to have been effected, the Holders may reacquire such
Demand Registration (such that the withdrawal or failure to pursue a request
will not count as a Demand Registration hereunder) if the Holders reimburse the
Company for any and all Registration Expenses incurred by the Company in
connection with such request for a Demand Registration; provided that the right
to reacquire a Demand Registration may be exercised a maximum of two times.
(c) If the Selling Holders so elect and to the extent feasible, the offering of
such Registrable Securities pursuant to such Demand Registration shall be in the
form of an underwritten offering. The Selling Holders shall have the right to
select the managing Underwriters and any additional investment bankers and
managers to be used in connection with such offering, subject to the Company's
approval, which approval shall not be unreasonably withheld.
(d) The Selling Holders will inform the Company of the time and manner of any
disposition of Registrable Securities, and agree to reasonably cooperate with
the Company in effecting the disposition of the Registrable Securities in a
manner that does not unreasonably disrupt the public trading market for the
Common Stock.
(e) The Company will have the right to preempt any Demand Registration with a
primary registration by delivering written notice (within five business days
after the Company has received a request for such Demand Registration) of such
intention to the Selling Holders indicating that the Company has identified a
specific business need and use for the proceeds of the sale of such securities
and the Company shall use commercially reasonable efforts to effect a primary
registration within 60 days of such notice. In the ensuing primary registration,
the Holders will have such piggyback registration rights as are set forth in
Section 2.02 hereof. Upon the Company's preemption of a requested Demand
Registration, such requested registration will not count as a Demand
Registration; provided that a Demand Registration will not be deemed preempted
if the Holders are permitted to sell all requested securities in connection with
the ensuing primary offering by exercising their piggyback registration rights
as set forth in Section 2.02 hereof. The Company may exercise the right to
preempt only twice in any 360-day period; provided, that during any 360 day
period there shall be a period of at least 120 consecutive days during which the
Selling Holders may effect a Demand Registration.
(f) Subject to Section 2.03 hereof, the Company will be entitled to include in a
Demand Registration shares of Common Stock for its own account or for the
account of other Persons.
(g) Notwithstanding anything to the contrary contained herein, the Company shall
be entitled to (i) postpone the filing of the Registration Statement required to
be prepared and filed by it hereunder or (ii) withdraw the Registration
Statement after its filing but before it has been declared effective, if, in
either case, the Company in its good faith discretion determines that there has
occurred or is occurring a material non-public event which such registration
would interfere with or which cannot at such time be disclosed in the
registration statement or if such registration statement would interfere in any
material respect with any proposal or plan by the Company to engage in any
financing or any material acquisition or disposition by the Company or any
subsidiary thereof of the capital stock or substantially all of the assets of
any other Person (other than in the ordinary course of business), any tender
offer or any offering, merger, consolidation, corporate reorganization or
restructuring ("Material Event"). In the event the filing of the Registration
Statement is postponed or withdrawn in accordance with this section 2.01(g), the
Company shall file or refile the Registration Statement within ten (10) Business
Days after the Company, in its good faith discretion, determines that the
Material Event has been completed or terminated.
(h) The Company shall disclose to the Selling Holders the nature of any Material
Event for which it has delayed or withdrawn the Registration Statement or
suspended the use of the Prospectus, provided the Selling Holders agree in
writing to keep any information so disclosed confidential and not complete any
trades of Company Shares until the Company informs the Selling Holders the
information is considered public information or is no longer material, such
notification to the Selling Holders to be given promptly after the information
is considered public or is no longer material.
SECTION 2.02. Piggyback Registration. If the Company proposes to file a
registration statement under the Securities Act with respect to an offering of
its common stock for its own account or for the account of another Person (other
than a registration statement on Form S-4 or S-8 or pursuant to Rule 415 (or any
substitute form or rule, respectively, that may be adopted by the Commission)),
the Company shall give written notice of such proposed filing to the Holders at
the address set forth in the share register of the Company as soon as reasonably
practicable (but in no event less than 10 days before the anticipated filing
date), and such notice shall offer each Holder the opportunity to register on
the same terms and conditions such number of shares of Registrable Securities as
such Holder may request (a "Piggyback Registration"). Each Holder will have five
business days after receipt of any such notice to notify the Company as to
whether it wishes to participate in a Piggyback Registration; provided that
should a Holder fail to provide timely notice to the Company, such Holder will
forfeit any rights to participate in the Piggyback Registration with respect to
such proposed offering. In the event that the registration statement is filed on
behalf of a Person other than the Company, the Company will use its best efforts
to have the shares of Registrable Securities that the Holders wish to sell
included in the registration statement. If the Company shall determine in its
sole discretion not to register or to delay the proposed offering, the Company
may, at its election, provide written notice of such determination to the
Holders and (i) in the case of a determination not to effect the proposed
offering, shall thereupon be relieved of the obligation to register such
Registrable Securities in connection therewith, and (ii) in the case of a
determination to delay a proposed offering, shall thereupon be permitted to
delay registering such Registrable Securities for the same period as the delay
in respect of the proposed offering. As between the Company and the Selling
Holders, the Company shall be entitled to select the Underwriters in connection
with any Piggyback Registration.
SECTION 2.03. Reduction of Offering. Notwithstanding anything contained herein,
if the managing Underwriter of an offering described in Section 2.01 or 2.02
hereof states in writing that the size of the offering that Holders, the Company
and any other Persons intend to make is such that the inclusion of the
Registrable Securities would be likely to materially and adversely affect the
price, timing or distribution of the offering, then the amount of Registrable
Securities to be offered for the account of Holders shall be reduced to the
extent necessary to reduce the total amount of securities to be included in such
offering to the amount recommended by such managing Underwriter; provided that
in the case of a Piggyback Registration, if securities are being offered for the
account of Persons other than the Company, then the proportion by which the
amount of Registrable Securities intended to be offered for the account of
Holders is reduced shall not exceed the proportion by which the amount of
securities intended to be offered for the account of such other Persons (other
than any Person exercising a demand registration right) is reduced; provided
further that in the case of a Demand Registration, the amount of Registrable
Securities to be offered for the account of the Holder making the Demand
Registration shall be reduced only after the amount of securities to be offered
for the account of the Company and any other Persons has been reduced to zero.
In the event of a reduction pursuant to this Section 2.03 of Registrable
Securities to be offered for the account of Holders, such reduction shall be pro
rata among such Holders based on the number of Registrable Securities each
Holder had proposed to sell.
SECTION 2.04. Preservation of Rights. The Company will not grant any
registration rights to third parties that contravene or are inconsistent with
the rights granted hereunder.
ARTICLE 3
REGISTRATION PROCEDURES
SECTION 3.01. Filings; Information. In connection with a Demand Registration
pursuant to Section 2.01 hereof, the Company will use its reasonable best
efforts to effect the registration of such Registrable Securities as promptly as
is reasonably practicable, and in connection with any such request:
(a) The Company will expeditiously prepare and file with the Commission a
registration statement on any form for which the Company then qualifies and
which counsel for the Company shall deem appropriate and available for the sale
of the Registrable Securities to be registered thereunder in accordance with the
intended method of distribution thereof, and use its reasonable best efforts to
cause such filed registration statement to become and remain effective for such
period, not to exceed 60 days, as may be reasonably necessary to effect the sale
of such securities; and provided that if (i) the effective date of any
registration statement filed pursuant to a Demand Registration would otherwise
be at least 45 calendar days, but fewer than 90 calendar days, after the end of
the Company's fiscal year, and (ii) the Securities Act requires the Company to
include audited financials as of the end of such fiscal year, the Company may
delay the effectiveness of such registration statement for such period as is
reasonably necessary to include therein its audited financial statements for
such fiscal year.
(b) The Company will, if requested, prior to filing such registration statement
or any amendment or supplement thereto, furnish to the Selling Holders, and each
applicable managing Underwriter, if any, copies thereof, and thereafter furnish
to the Selling Holders and each such Underwriter, if any, such number of copies
of such registration statement, amendment and supplement thereto (in each case
including all exhibits thereto and documents incorporated by reference therein)
and the prospectus included in such registration statement (including each
preliminary prospectus) as the Selling Holders or each such Underwriter may
reasonably request in order to facilitate the sale of the Registrable Securities
by the Selling Holders.
(c) After the filing of the registration statement, the Company will promptly
notify the Selling Holders of any stop order issued or, to the Company's
knowledge, threatened to be issued by the Commission and take all reasonable
actions required to prevent the entry of such stop order or to remove it if
entered.
(d) The Company will use its reasonable best efforts to qualify the Registrable
Securities for offer and sale under such other securities or blue sky laws of
such jurisdictions in the United States as the Selling Holders reasonably
request; provided that the Company will not be required to (i) qualify generally
to do business in any jurisdiction where it would not otherwise be required to
qualify but for this paragraph 3.01(d), (ii) subject itself to taxation in any
such jurisdiction or (iii) consent to general service of process in any such
jurisdiction.
(e) The Company will as promptly as is practicable notify the Selling Holders,
at any time when a prospectus relating to the sale of the Registrable Securities
is required by law to be delivered in connection with sales by an Underwriter or
dealer, of the occurrence of any event requiring the preparation of a supplement
or amendment to such prospectus so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus will not contain an
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading and promptly
make available to the Selling Holders and to the Underwriters any such
supplement or amendment. Upon receipt of any notice from the Company of the
occurrence of any event of the kind described in the preceding sentence, the
Selling Holders will forthwith discontinue the offer and sale of Registrable
Securities pursuant to the registration statement covering such Registrable
Securities until receipt by the Selling Holders and the Underwriters of the
copies of such supplemented or amended prospectus and, if so directed by the
Company, the Selling Holders will deliver to the Company all copies, other than
permanent file and then in the possession of Selling Holders, of the most recent
prospectus covering such Registrable Securities at the time of receipt of such
notice. In the event the Company shall give such notice, the Company shall
extend the period during which such registration statement shall be maintained
effective as provided in Section 3.01(a) hereof by the number of days during the
period from and including the date of the giving of such notice to the date when
the Company shall make available to the Selling Holders such supplemented or
amended prospectus.
(f) The Company will enter into customary agreements (including an underwriting
agreement in customary form) and take such other actions as are reasonably
required in order to expedite or facilitate the sale of such Registrable
Securities.
(g) At the request of any Underwriter in connection with an underwritten
offering, the Company will furnish (i) an opinion of counsel, addressed to the
Underwriters, covering such customary matters as the managing Underwriter may
reasonably request and (ii) a comfort letter or comfort letters from the
Company's independent public accountants covering such customary matters as the
managing Underwriter may reasonably request.
(h) The Company will make generally available to its security holders, as soon
as reasonably practicable, an earnings statement covering a period of 12 months,
beginning within three months after the effective date of the registration
statement, which earnings statement shall satisfy the provisions of Section
11(a) of the Securities Act and the rules and regulations of the Commission
thereunder.
(i) The Company will use commercially reasonable efforts to cause all such
Registrable Securities to be listed on each securities exchange or quoted on
each inter-dealer quotation system or over-the-counter bulletin board on which
the Common Stock is then listed or quoted.
SECTION 3.02. Selling Holder Information. The Company may require Selling
Holders promptly to furnish in writing to the Company such information regarding
such Selling Holders, the plan of distribution of the Registrable Securities and
other information as the Company may from time to time reasonably request or as
may be legally required in connection with any Demand Registration or Piggyback
Registration.
SECTION 3.03. Registration Expenses. In connection with any Demand or Piggyback
Registration, the Company shall pay the following expenses incurred in
connection with such registration (the "Registration Expenses"): (i)
registration and filing fees with the Commission and the National Association of
Securities Dealers, Inc., (ii) fees and expenses of compliance with securities
or blue sky laws (including reasonable fees and disbursements of counsel in
connection with blue sky qualifications of the Registrable Securities), (iii)
printing expenses, (iv) fees and expenses incurred in connection with the
listing or quotation of the Registrable Securities, (v) fees and expenses of
counsel to the Company and the reasonable fees and expenses of independent
certified public accountants for the Company (including fees and expenses
associated with the special audits or the delivery of comfort letters) and (vi)
the reasonable fees and expenses of any additional experts retained by the
Company in connection with such registration. The Selling Holders shall pay (A)
any underwriting fees, discounts or commissions attributable to the sale of
Registrable Securities, (B) fees and expenses of counsel for the Selling Holders
and (C) any out-of-pocket expenses of the Selling Holders.
ARTICLE 4
INDEMNIFICATION AND CONTRIBUTION
SECTION 4.01. Indemnification by the Company. The Company agrees to indemnify
and hold harmless each Selling Holder and its Affiliates and their respective
officers, directors, partners, stockholders, members, employees, agents and
representatives and each Person (if any) which controls a Selling Holder within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, damages, liabilities,
costs and expenses (including reasonable attorneys' fees) caused by, arising out
of, resulting from or related to any untrue statement or alleged untrue
statement of a material fact contained in any registration statement or
prospectus relating to the Registrable Securities (as amended or supplemented if
the Company shall have furnished any amendments or supplements thereto) or any
preliminary prospectus, or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages or liabilities are caused by or contained in or based upon any
information furnished in writing to the Company by or on behalf of such Selling
Holder or any Underwriter expressly for use therein or by the Selling Holder or
Underwriter's failure to deliver a copy of the registration statement or
prospectus or any amendments or supplements thereto after the Company has
furnished the Selling Holders or Underwriter with copies of the same. The
Company also agrees to indemnify any Underwriters of the Registrable Securities,
their officers and directors and each person who controls such Underwriters on
substantially the same basis as that of the indemnification of the Selling
Holders provided in this Section 4.01.
SECTION 4.02. Indemnification by a Selling Holder. Each Selling Holder agrees to
indemnify and hold harmless the Company, its officers and directors, and each
Person, if any, which controls the Company within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange Act to the same extent as
the foregoing indemnity from the Company to each Selling Holder, but only (a)
with reference to information furnished in writing by or on behalf of such
Selling Holder expressly for use in any registration statement or prospectus
relating to the Registrable Securities, or any amendment or supplement thereto,
or any preliminary prospectus or (b) as a result of the Selling Holder's failure
to deliver any registration statement or prospectus relating to the Registrable
Securities, or any amendment or supplement thereto, or any preliminary
prospectus. Each Selling Holder also agrees to indemnify and hold harmless any
Underwriters of the Registrable Securities, their officers and directors and
each person who controls such Underwriters on substantially the same basis as
that of the indemnification of the Company provided in this Section 4.02.
SECTION 4.03. Conduct of Indemnification Proceedings. In case any proceeding
(including any governmental investigation) shall be instituted involving any
Person in respect of which indemnity may be sought pursuant to Section 4.01 or
Section 4.02 hereof, such Person (the "Indemnified Party") shall promptly notify
the Person against whom such indemnity may be sought (the "Indemnifying Party")
in writing and the Indemnifying Party, upon the request of the Indemnified
Party, shall retain counsel reasonably satisfactory to such Indemnified Party to
represent such Indemnified Party and any others the Indemnifying Party may
designate in such proceeding and shall pay the fees and disbursements of such
counsel related to such proceeding. In any such proceeding, any Indemnified
Party shall have the right to retain its own counsel, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party unless (i) the
Indemnifying Party and the Indemnified Party shall have mutually agreed to the
retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the Indemnified Party and the
Indemnifying Party and, in the written opinion of counsel for the Indemnified
Party, representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. It is understood
that the Indemnifying Party shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the fees and
expenses of more than one separate firm of attorneys (in addition to any local
counsel) at any time for all such Indemnified Parties, and that all such fees
and expenses shall be reimbursed as they are incurred. In the case of any such
separate firm for the Indemnified Parties, such firm shall be designated in
writing by the Indemnified Parties. The Indemnifying Party shall not be liable
for any settlement of any proceeding effected without its written consent, but
if settled with such consent (not to be unreasonably withheld), or if there be a
final judgment for the plaintiff, the Indemnifying Party shall indemnify and
hold harmless such Indemnified Parties from and against any loss or liability
(to the extent stated above) by reason of such settlement or judgment.
SECTION 4.04. Contribution. If the indemnification provided for in this Article
4 is unavailable to an Indemnified Party in respect of any losses, claims,
damages or liabilities in respect of which indemnity is to be provided
hereunder, then each such Indemnifying Party, in lieu of indemnifying such
Indemnified Party, shall to the fullest extent permitted by law contribute to
the amount paid or payable by such Indemnified Party as a result of such losses,
claims, damages or liabilities in such proportion as is appropriate to reflect
the relative fault of such party in connection with the statements or omissions
that resulted in such losses, claims, damages or liabilities, as well as any
other relevant equitable considerations. The relative fault of the Company, a
Selling Holder and the Underwriters shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by such party and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.
The Company and each Selling Holder agrees that it would not be just and
equitable if contribution pursuant to this Section 4.04 were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an Indemnified Party as a result of the losses,
claims, damages or liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such Indemnified Party
in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Article 4, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission, and each Selling
Holder shall not be required to contribute any amount in excess of the amount by
which the net proceeds of the offering (before deducting expenses) received by
such Selling Holder exceeds the amount of any damages which such Selling Holder
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.
ARTICLE 5
MISCELLANEOUS
SECTION 5.01. Participation in Underwritten Registrations. No Person may
participate in any underwritten registered offering contemplated hereunder
unless such Person (a) agrees to sell its securities on the basis provided in
any underwriting arrangements approved by the Persons entitled hereunder to
approve such arrangements, (b) completes and executes all questionnaires, powers
of attorney, custody arrangements, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements and this Schedule 4 and (c) furnishes in writing to the Company
such information regarding such Person, the plan of distribution of the
Registrable Securities and other information as the Company may from time to
time request or as may be legally required in connection with such registration.
SECTION 5.02. Rule 144. The Company covenants that it will file any reports
required to be filed by it under the Securities Act and the Exchange Act and
that it will take such further action as the Holders may reasonably request to
the extent required from time to time to enable the Holders to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by Rule 144 under the Securities Act, as such Rule
144 may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission. Upon the request of Buyer, the Company will
deliver to Buyer a written statement as to whether it has complied with such
reporting requirements.
SECTION 5.03. Holdback Agreements. Each Holder agrees, in the event of an
underwritten offering for the Company (whether for the account of the Company or
otherwise) not to offer, sell, contract to sell or otherwise dispose of any
Registrable Securities or other Common Stock, including any sale pursuant to
Rule 144 under the Securities Act (except as part of such underwritten
offering), during the 14 days prior to, and during the 180-day period (or such
lesser period as the lead or managing Underwriter may agree) beginning on, the
effective date of the registration statement for such underwritten offering (or,
in the case of an offering pursuant to an effective shelf registration statement
pursuant to Rule 415, the pricing date for such underwritten offering).
SECTION 5.04. Termination. The registration rights granted under this Schedule 4
will terminate on the tenth anniversary of the Closing Date.
SECTION 5.05. Holder Determinations. In the event any determination is to be
made by the Holders or the Selling Holders as a group, such determination shall
be made by Holders or Selling Holders holding a majority in interest of the
Registrable Securities or the Registrable Securities being sold, respectively.