made with the SEC. including this registration statement. We and IAC will also agree to release each party and as respective affiliates. t44 Table of Contents successors, assigns, stockholders, directors, officers, agents and employees from all claims and other actions, of any nature, relating to claims, transactions or occurrences occurring (i) prior to the completion of this offering or (ii) In connection with this offering and the related transactions described in this prospectus. In addition, the master transaction agreement will also govern other matters related to the consummation of this offering, the provision and retention of records, access to information and confidentiality, cooperation with respect to governmental filings and third party consents and access to property. Investor rights agreement We will enter into an investor rights agreement with IAC providing IAC, (i) specified registration and other rights relating to its shares of our common stock and (ii) anti-dilution rights. Registration rights. IAC will be entitled to request registrations under the Securities Act and, in connection with a distribution to IAC's shareholders. registration with any applicable federal or state governmental authority, of all or any portion of our shares covered by the investor rights agreement. and we will be obligated to register such shares as requested by IAC. subject to certain limitations. After this offering, we will be required to use our reasonable best efforts to qualify to register the sale of our securities on Form S-3. and, after we are so qualified. IAC may request registration under the Securities Act on Form 5-3, subject to certain limitations. If we at any time intend to file on our behalf or on behalf of any of our other security holders a registration statement in connection with a public offering of any of our securities on a form and in a manner that would permit the registration for offer and sale of our common stock held by IAC.