PiggyBack. Registration. If (but without any obligation to do so)
Pubco Focus proposes to register
(including for this purpose a registration effected by Pubco for stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash
for the account of any selling securityholder (other than a registration relating solely to the sale of securities to participants in
Pubco Focus stock plan, a registration
... with respect solely to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Pubco Stock being registered is Pubco Stock issuable upon exercise of debt securities which are also being registered), Pubco Securities), Focus shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by Pubco, Pubco Focus, Focus shall, subject to the provisions of Section 2(h), 3, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. The registration rights granted to a Holder pursuant to this paragraph shall terminate with respect to such Holder on the date when all of the Registrable Securities of such Holder covered by the Effective Registration Statement or an effective registration statement under this paragraph (a) have been sold pursuant to the Effective Registration Statement or such other registration statement or an exemption from the registration requirements of the Securities Act or (b) may be sold without any volume or other restrictions pursuant to Rule 144(k).
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