From SPA:	=
Affiliate.sec	=	“{DefT.Affiliate}” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.
Code.sec	=	“{DefT.Code}” means the Internal Revenue Code of 1986, as amended.
Company_Intellectual_Property.0.sec	=	“{DefT.Company_Intellectual_Property}” means all
Company_Intellectual_Property.1.sec	=	patents, patent applications, registered and unregistered trademarks, trademark applications, registered and unregistered service marks, service mark applications, tradenames, copyrights, trade secrets, domain names, {Company_Intellectual_Property.Includes.mask_works.Yes/No} information and proprietary rights and processes, similar or other intellectual property rights,
Company_Intellectual_Property.Includes.mask_works.Yes	=	mask works,
Company_Intellectual_Property.Includes.mask_works.No	=
Company_Intellectual_Property.2.sec	=	subject matter of any of the foregoing,
Company_Intellectual_Property.3.sec	=	tangible embodiments of any of the foregoing,
Company_Intellectual_Property.4.sec	=	licenses in, to and under any of the foregoing,
Company_Intellectual_Property.00.sec	=	and in any and all such cases {CompanyIP.InConduct.Used/Necessary} the Company in the conduct of the Company’s business as now conducted and as presently proposed to be conducted.
Company_Intellectual_Property.	=	[G/Z/ol-i/s4]
CompanyIP.InConduct.Used	=	that are owned or used by
CompanyIP.InConduct.Necessary	=	as are necessary to
Indemnification_Agreement.sec	=	“{DefT.Indemnification_Agreement}” means the agreement between the Company and the {IndemnificationAgt.Indemnitee.director/andPurchaserAffiliates} designated by any Purchaser entitled to designate a member of the Board of Directors pursuant to the Voting Agreement, dated as of the date of the Initial Closing, in the form of Exhibit {Annex.Indemnify.Xnum} attached to this Agreement.
IndemnificationAgt.Indemnitee.director	=	director
IndemnificationAgt.Indemnitee.andPurchaserAffiliates	=	director and Purchaser Affiliates
Investors’_Rights_Agreement.sec	=	“{DefT.Investors’_Rights_Agreement}” means the agreement among the Company and the {IRA.Parties.Purchasers/andOtherStockholders} dated as of the date of the Initial Closing, in the form of Exhibit {Annex.InvestorsRights.Xnum} attached to this Agreement.
IRA.Parties.Purchasers	=	Purchasers
IRA.Parties.andOtherStockholders	=	Purchasers and certain other stockholders of the Company
Key_Employee.sec	=	“{DefT.Key_Employee}” means any executive-level employee (including division director and vice president-level positions) as well as any employee or consultant who either alone or in concert with others develops, invents, programs or designs any Company Intellectual Property.
Knowledge.sec	=	“{DefT.Knowledge}” including the phrase “to the Company’s knowledge” shall mean the {CompanyKnows.Actual/afterInvestigation} of the following officers: {CompanyKnows.ListOfOfficers}. Additionally, for purposes of Section {CompanyRep.IP.Xnum}, the Company shall be deemed to have “knowledge” of a patent right if the Company has actual knowledge of the patent right or would be found to be on notice of such patent right as determined by reference to United States patent laws.
Management_Rights_Letter.sec	=	“{DefT.Management_Rights_Letter}” means the agreement between the Company and {MRL.Investors.Names.cl}, dated as of the date of the Initial Closing, in the form of Exhibit {Annex.ManagementRights.Xnum} attached to this Agreement.
Material_Adverse_Effect.sec	=	“{DefT.Material_Adverse_Effect}” means a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company.
Person.sec	=	“{DefT.Person}” means any individual, corporation, partnership, trust, limited liability company, association or other entity.
Purchaser.sec	=	“{DefT.Purchaser}” means each of the Purchasers who is initially a party to this Agreement and any Additional Purchaser who becomes a party to this Agreement at a subsequent Closing under Section {Purchase.Closing(b).Xnum}.
Right_of_First_Refusal_and_Co-Sale_Agreement.sec	=	“{DefT.Right_of_First_Refusal_and_Co-Sale_Agreement}” means the agreement among the Company, the Purchasers, and certain other stockholders of the Company, dated as of the date of the Initial Closing, in the form of Exhibit {Annex.FirstRefusal.Xnum} attached to this Agreement.
Securities_Act.sec	=	“{DefT.Securities_Act}” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
Transaction_Agreements.sec	=	“{DefT.Transaction_Agreements}” means this Agreement, the Investors’ Rights Agreement, the Management Rights Letter, the Right of First Refusal and Co-Sale Agreement, the Voting Agreement and {TransactionAgreements.List.cl}
TransactionAgreements.List.cl	=	/-list any other agreements, instruments or documents entered into in connection with this Agreement-/.
Voting_Agreement.sec	=	“{DefT.Voting_Agreement}” means the agreement among the Company, the Purchasers and certain other stockholders of the Company, dated as of the date of the Initial Closing, in the form of Exhibit {Annex.VotingAgt.Xnum} attached to this Agreement.
From Indemn Agmt:	=
Corporate_Status.sec	=	“{DefT.Corporate_Status}” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving at the request of the Company.
Corporate_Status.	=	[G/Z/Base]
Disinterested_Director.sec	=	“{DefT.Disinterested_Director}” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.
Disinterested_Director.	=	[G/Z/Base]
Enterprise.sec	=	“{DefT.Enterprise}” shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary.
Enterprise.	=	[G/Z/Base]
Expenses.1.1.sec	=	“{DefT.Expenses}” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees,
Optional:	=
Expenses.1.2.sec	=	and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement,
Expenses.1.3.sec	=	ERISA excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding.
Expenses.1.	=	[G/Z/para/s3]
Expenses.2.0.sec	=	Expenses also shall include
Expenses.2.1.sec	=	Expenses incurred in connection with any appeal resulting from any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent
Expenses.2.2.sec	=	Expenses incurred in connection with recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee is ultimately determined to be entitled to such indemnification, advancement or Expenses or insurance recovery, as the case may be, and
Expenses.2.3.sec	=	for purposes of Section {IndemniteeRemedy.5.Xnum} only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, the Certificate of Incorporation, the Bylaws or under any directors’ and officers’ liability insurance policies maintained by the Company, by litigation or otherwise.
Expenses.2.	=	[G/Z/ol-i/s3]
Expenses.3.sec	=	Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
Expenses.	=	[G/Z/para/s3]
Independent_Counsel.1.0.sec	=	“{DefT.Independent_Counsel}” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither at present is, nor in the past five (5) years has been, retained to represent
Independent_Counsel.1.1.sec	=	the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or
Independent_Counsel.1.2.sec	=	any other party to the Proceeding giving rise to a claim for indemnification hereunder.
Independent_Counsel.1.	=	[G/Z/ol-i/s2]
Independent_Counsel.2.sec	=	Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
Independent_Counsel.3.sec	=	The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.
Independent_Counsel.	=	[G/Z/para/s3]
Proceeding.sec	=	“{DefT.Proceeding}” includes any threatened, pending or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, including any appeal therefrom, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of his or her Corporate Status, by reason of any action taken by him or her, or of any inaction on his or her part, while acting in his or her Corporate Status; in each case whether or not he or she is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification, reimbursement or advancement of expenses can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section {IndemniteeRemedy.Xnum} of this Agreement to enforce his or her rights under this Agreement.
Proceeding.	=	[G/Z/Base]
From IRA:	=
Same as SPA/Affiliate.sec	=
Board_of_Directors.sec	=	“{DefT.Board_of_Directors}” means the board of directors of the Company.
Certificate_of_Incorporation.sec	=	“{DefT.Certificate_of_Incorporation}” means the Company’s Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time.
Common_Stock.sec	=	“{DefT.Common_Stock}” means shares of the Company’s common stock, par value {Cap.Common.ParValue.$} per share.
Optional"	=
Competitor.sec	=	“{DefT.Competitor}” means a Person engaged, directly or indirectly (including through any partnership, limited liability company, corporation, joint venture or similar arrangement (whether now existing or formed hereafter)), in {Competitor.DescriptionOfBusiness.cl}, but shall not include any financial investment firm or collective investment vehicle that, together with its Affiliates, holds less than {Competitor.Exclude.EquityThreshold.%} of the outstanding equity of any Competitor and does not, nor do any of its Affiliates, have a right to designate any members of the board of directors of any Competitor.
Competitor.Exclude.EquityThreshold.%	=	twenty percent (20)%
Damages.0.sec	=	“{DefT.Damages}” means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon:
Damages.1.sec	=	any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto;
Damages.2.sec	=	an 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
Damages.3.sec	=	any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law.
Damages.	=	[G/Z/ol-i/s3]
Derivative_Securities.sec	=	“{DefT.Derivative_Securities}” means any securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), Common Stock, including options and warrants.
Optional:	=
DPA.sec	=	“{DefT.DPA}” means Section 721 of the Defense Production Act, as amended, including all implementing regulations thereof.
Optional:	=
DPA_Triggering_Rights.0.sec	=	“{DefT.DPA_Triggering_Rights}” means
DPA_Triggering_Rights.1.sec	=	“control” (as defined in the DPA);
DPA_Triggering_Rights.2.sec	=	access to any “material non-public technical information” (as defined in the DPA) in the possession of the Company;
DPA_Triggering_Rights.3.sec	=	membership or observer rights on the Board of Directors or equivalent governing body of the Company or the right to nominate an individual to a position on the Board of Directors or equivalent governing body of the Company;
DPA_Triggering_Rights.4.sec	=	any involvement, other than through the voting of shares, in substantive decision-making of the Company regarding (x) the use, development, acquisition or release of any Company “critical technology” (as defined in the DPA); (y) the use, development, acquisition, safekeeping, or release of “sensitive personal data” (as defined in the DPA) of U.S. citizens maintained or collected by the Company, or (z) the management, operation, manufacture, or supply of “covered investment critical infrastructure” (as defined in the DPA).
DPA_Triggering_Rights.	=	[G/Z/ol-i/s4]
Exchange_Act.sec	=	“{DefT.Exchange_Act}” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
Excluded_Registration.0.sec	=	“{DefT.Excluded_Registration}” means
Excluded_Registration.1.sec	=	a registration relating to the sale or grant of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan;
Excluded_Registration.2.sec	=	a registration relating to an SEC Rule 145 transaction;
Excluded_Registration.3.sec	=	a registration on any form that 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
Excluded_Registration.4.sec	=	a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.
Excluded_Registration.	=	[G/Z/ol-i/s4]
Optional:	=
FOIA_Party.sec	=	“{DefT.FOIA_Party}” means a Person that, in the {FOIA.Party.Board.Determination.??} of the Board of Directors, may be subject to, and thereby required to disclose non-public information furnished by or relating to the Company under, the Freedom of Information Act, 5 U.S.C. 552 (“{DefT.FOIA}”), any state public records access law, any state or other jurisdiction’s laws similar in intent or effect to FOIA, or any other similar statutory or regulatory requirement.
FOIA.Party.Board.Determination.Alt1	=	reasonable determination
FOIA.Party.Board.Determination.Alt2	=	determination
FOIA.Party.Board.Determination.AltPrompt	=
FOIA.Party.Board.Determination.SecName	=	{SecName}FOIA.Party.Board.Determination.
FOIA.Party.Board.Determination.	=	[G/Z/AltLine/2]
Optional:	=
Foreign_Person.0.sec	=	“{DefT.Foreign_Person}” means either
Foreign_Person.1.sec	=	a Person or government that is a “foreign person” within the meaning of the DPA or
Foreign_Person.2.sec	=	a Person through whose investment a “foreign person” within the meaning of the DPA would obtain any DPA Triggering Rights.
Foreign_Person.	=	[G/Z/ol-i/s2]
Form_S-1.sec	=	“{DefT.Form_S-1}” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.
Form_S-3.sec	=	“{DefT.Form_S-3}” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits forward incorporation of substantial information by reference to other documents filed by the Company with the SEC.
GAAP.sec	=	“{DefT.GAAP}” means generally accepted accounting principles in the United States as in effect from time to time.
Holder.sec	=	“{DefT.Holder}” means any holder of Registrable Securities who is a party to this Agreement.
Immediate_Family_Member.sec	=	“{DefT.Immediate_Family_Member}” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, life partner or similar statutorily-recognized domestic partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships of a natural person referred to herein.
Initiating_Holders.sec	=	“{DefT.Initiating_Holders}” means, collectively, Holders who properly initiate a registration request under this Agreement.
IPO.sec	=	“{DefT.IPO}” means the Company’s first underwritten public offering of its Common Stock under the Securities Act.
Optional:	=
SPA/Key_Employee.sec - difference is "(as defined in the Purchase Agreement)".	=
Key_Employee.sec	=	“{DefT.Key_Employee}” means any executive-level employee (including division director and vice president-level positions) as well as any employee who, either alone or in concert with others, develops, invents, programs, or designs any Company Intellectual Property (as defined in the Purchase Agreement).
Optional:	=
Key_Holder_Registrable_Securities.0.sec	=	“{DefT.Key_Holder_Registrable_Securities}” means
Key_Holder_Registrable_Securities.1.sec	=	the {Cap.Common.KeyHolder.Quantity.Number} shares of Common Stock held by the Key Holders, and
Key_Holder_Registrable_Securities.2.sec	=	any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.
Key_Holder_Registrable_Securities.	=	[G/Z/ol-i/s2]
Major_Investor.sec	=	“{DefT.Major_Investor}” means any Investor that, individually or together with such Investor’s Affiliates, holds at least {MajorInvestor.PurchaseAtLeast.$} shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof).
New_Securities.sec	=	“{DefT.New_Securities}” means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.
SPA/Person.sec	=
Preferred_Director.sec	=	“{DefT.Preferred_Director}” means any director of the Company that the holders of record of {PreferredDirector.ElectedBy.Class.Yes/No} {PreferredDirector.ElectedBy.SeriesA.Yes/No}are entitled to elect, exclusively and as a separate class, pursuant to the Certificate of Incorporation.
PreferredDirector.ElectedBy.Class.Yes	=	a class, classes or series of
PreferredDirector.ElectedBy.Class.No	=
PreferredDirector.ElectedBy.SeriesA.Yes	=	Series A Preferred Stock
PreferredDirector.ElectedBy.SeriesA.No	=
Optional:	=
Preferred_Stock.SeriesAOnly.sec	=	“{DefT.Preferred_Stock}” means, collectively, shares of the Company’s {_Series_A_Preferred_Stock}.
Preferred_Stock.SeriesAPlus.sec	=	“{DefT.Preferred_Stock}” means, collectively, shares of the Company’s {_Series_A_Preferred_Stock} and {_Series_?_Preferred_Stock}.
Preferred_Stock.Alt1.sec	=	{Preferred_Stock.SeriesAOnly.sec}
Preferred_Stock.Alt2.sec	=	{Preferred_Stock.SeriesAPlus.sec}
Preferred_Stock.SecName	=	{SecName}Preferred_Stock.
Preferred_Stock.AltPrompt	=	IRA: SeriesAOnly ; SeriesAPlus
Preferred_Stock.	=	[G/Z/Alt/2]
LawyersNote	=	Not sure I have understood how the optional _Preferred_Stock?={_Preferred_Stock} works. Guessing. ???
_Preferred_Stock?	=	{_Preferred_Stock}
Preferred_Stock.SecName	=	{SecName}Preferred_Stock.
Registrable_Securities.Intro.sec	=	“{DefT.Registrable_Securities}” means
Registrable_Securities.CommonFromPreferred.ExcludingSpecialMandatoryConversion.sec	=	the Common Stock issuable or issued upon conversion of the {_Preferred_Stock?}, excluding any Common Stock issued upon conversion of the {_Preferred_Stock?} pursuant to the “Special Mandatory Conversion” provisions of the Certificate of Incorporation;
Registrable_Securities.CommonFromPreferred.Base.sec	=	the Common Stock issuable or issued upon conversion of the {_Preferred_Stock?}
Registrable_Securities.CommonFromPreferred.Alt1.sec	=	{Registrable_Securities.CommonFromPreferred.Base.sec}
Registrable_Securities.CommonFromPreferred.Alt2.sec	=	{Registrable_Securities.CommonFromPreferred.ExcludingSpecialMandatoryConversion.sec}
Registrable_Securities.CommonFromPreferred.	=	[G/Z/Alt/2]
Registrable_Securities.CommonFromPreferred.SecName	=	{SecName}Registrable_Securities.CommonFromPreferred.
Optional:	=
Registrable_Securities.CommonOtherwiseAcquired.sec	=	any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the Company, acquired by the Investors after the date hereof
Registrable_Securities.KeyHolder.sec	=	the Key Holder Registrable Securities, provided, however, that such Key Holder Registrable Securities shall not be deemed Registrable Securities and the Key Holders shall not be deemed Holders for the purposes of Sections {Register.ByDemand.Xnum} (and any other applicable Section or Section with respect to registrations under Section {Cap.KeyHolder.NotRegistrableUnderSections.?}
Cap.KeyHolder.NotRegistrableUnderSections.?	=	{Register.ByDemand.Xnum}, {Register.SubsequentRegistration.Xnum}, [{InvestorAccess.FinancialStatements.Xnum}, {InvestorAccess.Inspection.Xnum}, {FutureStock.FirstOffer.Xnum} and {Misc.Amend-Waive.Xnum}]
Registrable_Securities.CommonFromDividend.sec	=	any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced {NotRegistrable.IfIssuedUnderClause.0/1/1and2}
NotRegistrable.IfIssuedUnderClause.0	=	above
NotRegistrable.IfIssuedUnderClause.1	=	in clause (i) above
NotRegistrable.IfIssuedUnderClause.1and2	=	in clauses (i) and (ii) above
Registrable_Securities.00.sec	=	excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Section {Misc.Assign.Xnum}, and excluding for purposes of Section {Register.Xnum} any shares for which registration rights have terminated pursuant to Section {Register.Termination.Xnum} of this Agreement
Registrable_Securities.sec	=	{Registrable_Securities.Intro.sec} {Registrable_Securities.CommonFromPreferred.sec}; {Registrable_Securities.CommonOtherwiseAcquired.sec} {Registrable_Securities.KeyHolder.sec}; and {Registrable_Securities.CommonFromDividend.sec}; {Registrable_Securities.00.sec}.
LawyersNote	=	odd mix of Title Case and lower case for defined terms. Understand that Title Case seems more for nouns. When parameterized, the ambiguity of whether the lower case words are part of the defined term goes away.
Registrable_Securities_then_outstanding.sec	=	“{DefT.Registrable_Securities_then_outstanding}” means the number of shares determined by adding the number of shares of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities.
Restricted_Securities.sec	=	“{DefT.Restricted_Securities}” means the securities of the Company required to be notated with the legend set forth in Section {Register.Transfer.2.Xnum} hereof.
SEC.sec	=	“{DefT.SEC}” means the Securities and Exchange Commission.
SEC_Rule_144.sec	=	“{DefT.SEC_Rule_144}” means Rule 144 promulgated by the SEC under the Securities Act.
SEC_Rule_145.sec	=	“{DefT.SEC_Rule_145}” means Rule 145 promulgated by the SEC under the Securities Act.
SPA/Securities_Act.sec	=
Selling_Expenses.sec	=	“{DefT.Selling_Expenses}” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Section {Register.Expense.Xnum}.
Series_A_Preferred_Stock.sec	=	“{DefT.Series_A_Preferred_Stock}” means shares of the Company’s Series A Preferred Stock, par value {Cap.SeriesA.ParValue.$} per share.
From ROFR:	=
ROFR.Affiliate.sec	=	“{DefT.Affiliate}” means, with respect to any specified {_Investor}, any other {_Investor} who directly or indirectly, controls, is controlled by or is under common control with such {_Investor}, including, without limitation, any general partner, managing member, officer, director or trustee of such {_Investor}, or any venture capital fund or other investment fund now or hereafter existing which is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such {_Investor}.
Def.Board_of_Directors.sec	=
Capital_Stock.sec	=	“{DefT.Capital_Stock}” means (a) shares of Common Stock and Preferred Stock (whether now outstanding or hereafter issued in any context), (b) shares of Common Stock issued or issuable upon conversion of Preferred Stock, and (c) shares of Common Stock issued or issuable upon exercise or conversion, as applicable, of stock options, warrants or other convertible securities of the Company, in each case now owned or subsequently acquired by any Key Holder, any {_Investor}, or their respective successors or permitted transferees or assigns. For purposes of the number of shares of Capital Stock held by an {_Investor} or Key Holder (or any other calculation based thereon), all shares of Preferred Stock shall be deemed to have been converted into Common Stock at the then applicable conversion ratio.
Change_of_Control.sec	=	“{DefT.Change_of_Control}” means a transaction or series of related transactions in which a person, or a group of related persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company.
Def.Common_Stock.sec	=
Company_Notice.sec	=	“{DefT.Company_Notice}” means written notice from the Company notifying the selling Key Holders and each Investor that the Company intends to exercise its Right of First Refusal as to some or all of the Transfer Stock with respect to any Proposed Key Holder Transfer.
Def.DPA.sec	=
Def.DPA_Triggering_Rights.sec	=
Def.Foreign_Person.sec	=
Investor_Notice.sec	=	“{DefT.Investor_Notice}” means written notice from any Investor notifying the Company and the selling Key Holder(s) that such Investor intends to exercise its Secondary Refusal Right as to a portion of the Transfer Stock with respect to any Proposed Key Holder Transfer.
Investors.sec	=	“{DefT.Investors}” means the persons named on Schedule A hereto, each person to whom the rights of an Investor are assigned pursuant to Section {Misc.Assign.Xnum}, each person who hereafter becomes a signatory to this Agreement pursuant to Section {Misc.AdditionalInvestors.Xnum} and any one of them, as the context may require{Investors.Provided.sec}.
Investors.Provided.sec	=	; provided, however, that any such person shall cease to be considered an Investor for purposes of this Agreement at any time such person and his, her or its Affiliates collectively hold fewer than {Investor.FallsBelowMinROFR.Shares.#} shares of Capital Stock (as adjusted for any stock combination, stock split, stock dividend, recapitalization or other similar transaction)
Key_Holders.sec	=	“{DefT.Key_Holders}” means the persons named on Schedule B hereto, each person to whom the rights of a Key Holder are assigned pursuant to Section {Exempt.Transfer.Xnum}, each person who hereafter becomes a signatory to this Agreement pursuant to Section {Misc.Assign.Xnum} or {Misc.EffectOnPriorAgreement.Xnum} and any one of them, as the context may require.
Def.Preferred_Stock.sec	=
Proposed_Key_Holder_Transfer.sec	=	“{DefT.Proposed_Key_Holder_Transfer}” means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Transfer Stock (or any interest therein) proposed by any of the Key Holders.
Proposed_Transfer_Notice.sec	=	“{DefT.Proposed_Transfer_Notice}” means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder Transfer.
Prospective_Transferee.sec	=	“{DefT.Prospective_Transferee}” means any person to whom a Key Holder proposes to make a Proposed Key Holder Transfer.
Restated_Certificate.sec	=	“{DefT.Restated_Certificate}” means the Company’s Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time.
Right_of_Co-Sale.sec	=	“{DefT.Right_of_Co-Sale}” means the right, but not an obligation, of an Investor to participate in a Proposed Key Holder Transfer on the terms and conditions specified in the Proposed Transfer Notice.
Right_of_First_Refusal.sec	=	“{DefT.Right_of_First_Refusal}” means the right, but not an obligation, of the Company, or its permitted transferees or assigns, to purchase some or all of the Transfer Stock with respect to a Proposed Key Holder Transfer, on the terms and conditions specified in the Proposed Transfer Notice.
Secondary_Notice.sec	=	“{DefT.Secondary_Notice}” means written notice from the Company notifying the Investors and the selling Key Holder that the Company does not intend to exercise its Right of First Refusal as to all shares of any Transfer Stock with respect to a Proposed Key Holder Transfer, on the terms and conditions specified in the Proposed Transfer Notice.
Secondary_Refusal_Right.sec	=	“{DefT.Secondary_Refusal_Right}” means the right, but not an obligation, of each Investor to purchase up to its pro rata portion (based upon the total number of shares of Capital Stock then held by all Investors) of any Transfer Stock not purchased pursuant to the Right of First Refusal, on the terms and conditions specified in the Proposed Transfer Notice.
Transfer_Stock.sec	=	“{DefT.Transfer_Stock}” means shares of Capital Stock owned by a Key Holder, or issued to a Key Holder after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), but does not include any shares of Preferred Stock or of Common Stock that are issued or issuable upon conversion of Preferred Stock.
Undersubscription_Notice.sec	=	“{DefT.Undersubscription_Notice}” means written notice from an Investor notifying the Company and the selling Key Holder that such Investor intends to exercise its option to purchase all or any portion of the Transfer Stock not purchased pursuant to the Right of First Refusal or the Secondary Refusal Right.
	=	[G/Z/Base]