The Pennsylvania Registration Rights Agreement is a legal document that outlines the rights and obligations of GEN International, Inc. (the "Company") and purchasers of its shares regarding the sale and registration of those shares. This agreement is typically entered into between the Company and investors or shareholders who have acquired shares in the Company through private placements or other transactions. The primary purpose of this agreement is to provide certain privileges and protections to the purchasers, ensuring their ability to register and potentially sell their shares in compliance with applicable securities laws. By signing this agreement, the Company agrees to undertake various actions to facilitate the registration process and protect the purchasers' investment. Some key provisions included in a typical Pennsylvania Registration Rights Agreement may include: 1. Demand Registration: This provision grants the purchaser the right to request that the Company register their shares for public sale. The Company is usually obligated to use its best efforts to prepare and file a registration statement with the relevant regulatory authorities. 2. Piggyback Registration: This provision allows the purchaser to include their shares in an already-filed registration statement by the Company. By doing so, the purchaser can take advantage of the Company's registration process and potentially sell their shares alongside the Company's shares. 3. Shelf Registration: In some cases, the agreement may contain a provision allowing the purchaser to have their shares included in a shelf registration statement. This can provide flexibility by allowing the purchaser to sell their shares over time without the need for individual registration statements. 4. Registration Expenses: The agreement typically outlines how the registration expenses will be borne by the Company and the purchaser. It may specify that the Company will cover the costs associated with the registration process, including legal and accounting fees. 5. Lock-Up Period: In certain situations, the agreement may include a lock-up period during which the purchaser agrees not to sell their shares. This provision is often put in place to protect the Company's interests, especially in cases where a public offering is imminent. There may be variations or additional provisions depending on the specific circumstances and negotiations between the Company and the purchasers. Different agreements may have different terms and conditions, tailored to meet the needs and preferences of the parties involved. It's important to note that this is a general overview of a Pennsylvania Registration Rights Agreement. It is always recommended for parties involved to consult with legal professionals to ensure the specific details of their agreement align with their requirements and comply with relevant laws and regulations.