Common use of Limitations on Requested Registration Clause in Contracts

Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1: (i) Prior to the earlier of (A) the forty-two (42) month anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated); (ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) at an aggregate offering price, net of underwriters’ discounts and expenses, of less than $3.90 per share of Common Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares); (iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (iv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (x) registrations which have been declared or ordered effective and pursuant to which securities have been sold, and (y) Withdrawn Registrations); (v) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration (or ending on the subsequent date on which all market stand-off agreements applicable to the offering have terminated); provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3; (vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the reasonable approval of the Company); and (viii) If the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (b)(vii) above to firmly underwrite the offer.

Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1: : (i) Prior With respect to requests by BlackRock pursuant to Section 2.1(a), prior to the earlier of (A) January 1, 2018 or (B) one hundred eighty (180) days following the effective date of the Initial Public Offering (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated) (ii) With respect to requests by Initiating Holders other than BlackRock pursuant to Section 2.1(b), prior to the earlier of (A) the forty-two ten (4210) month year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public Initial Public Offering (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated); ; -4- (iiiii) If BlackRock or the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statementas applicable, propose to sell Registrable Securities and such other securities Securities, the aggregate proceeds of which (if any) at an aggregate offering price, net after deduction of underwriters’ discounts and expenses, of discounts) are less than $3.90 per share of Common Stock 20,000,000; (as adjusted for any stock dividends, combinations or splits with respect to such shares); (iiiiv) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; ; (ivv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 2.1; provided, that if both such registrations were initiated pursuant to Section 2.1(b), BlackRock shall continue to be entitled to one (1) registration pursuant to Section 2.1(a) (counting for these purposes only (x) registrations which have been declared or ordered effective and pursuant to which the securities requested to be registered have been sold, and (y) Withdrawn Registrations); ; (vvi) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration (or ending on the subsequent date on which all market stand-off agreements applicable to the offering have terminated); provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; ; (vivii) If BlackRock or the Initiating Holders Holders, as applicable, propose to dispose of shares of Registrable Securities that which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3; 2.3 hereof; (viiviii) If BlackRock or the Initiating Holders Holders, as applicable, do not request that such offering be firmly underwritten by underwriters selected by BlackRock or the Initiating Holders Holders, as applicable (subject to the reasonable approval consent of the Company); and and (viiiix) If the Company Company, on the one hand, and BlackRock or the Initiating Holders Holders, applicable on the other hand, are unable to obtain the commitment of the underwriter described in clause (b)(vii) above to firmly underwrite the offeroffering.

Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1: (i) Prior to the earlier of (A) the forty-two (42) month anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated); (ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) at an aggregate offering price, net of underwriters’ discounts and expenses, of less than $3.90 1.20 per share of Common Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares)) and the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $20,000,000; (iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (iv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (x) registrations which have been declared or ordered effective and pursuant to which securities have been sold, and (y) Withdrawn Registrations); (v) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration (or ending on the subsequent date on which all market stand-off agreements applicable to the offering have terminated); provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective;; or (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities that which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3; (vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the reasonable approval of the Company); and (viii) If the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (b)(vii) above to firmly underwrite the offer2.3 hereof.

Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1: (i) Prior to the earlier of (A) the forty-two (42) month anniversary of the date of this Agreement February 14, 2022 or (B) one hundred and eighty (180) days following the effective date of the first registration statement filed by the Company covering an a firm commitment underwritten public offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminatedterminated as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(F)(4);, or any successor provisions or amendments thereto). (ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) at an the aggregate offering price, net gross proceeds of underwriters’ which (before deduction for underwriter’s discounts and expenses, of expenses related to the issuance) are less than $3.90 per share of Common Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares)10,000,000; (iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (iv) After the Company has initiated effected two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (x) and such registrations which have been declared or ordered effective and pursuant to which securities have been sold, and (y) Withdrawn Registrationseffective); (v) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration (or ending on the subsequent date on which all market stand-off standoff agreements applicable to the offering have terminatedterminated as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto); provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective;; or (vivii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3; (vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the reasonable approval of the Company); and (viii) If the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (b)(vii) above to firmly underwrite the offer.

Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1: (i) Prior to the earlier of (A) the forty-two five (425) month year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated); (ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) at an for aggregate offering price, net of underwriters’ proceeds that (after deduction for underwriter’s discounts and expenses, of expenses related to the issuance) are less than $3.90 per share of Common Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares)5,000,000; (iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (iv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (x) registrations which have been declared or ordered effective and pursuant to which securities have been sold, and (y) Withdrawn Registrations);. (v) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration (or ending on the subsequent date on which all market stand-off agreements applicable to the offering have terminated); provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3; (vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the reasonable approval consent of the Company); andor (viii) If the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (b)(vii) above to firmly underwrite the offer.

Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1: (i) Prior to the earlier of (A) the forty-two three (423) month year anniversary of the date of this Agreement Closing or (B) one hundred and eighty (180) days following the effective date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated)public; (ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) at an the aggregate offering price, net proceeds of underwriters’ which (after deduction for underwriter’s discounts and expenses, of expenses related to the issuance) are less than $3.90 per share of Common Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares)10,000,000; (iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (iv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (x) registrations which have been declared or ordered effective and pursuant to which securities have been sold, and (y) Withdrawn Registrations)2.1; (v) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration (or ending on the subsequent date on which all market stand-off agreements applicable to the offering have terminated)registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective;; or (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3; (vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the reasonable approval consent of the Company); andor (viii) If the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (b)(vii) above to firmly underwrite the offer.

Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1: (i) Prior to the earlier of (A) the forty-two five (425) month year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated); (ii) If the Initiating Holders, together with the holders of any other securities of the Company Other Shares entitled to inclusion in such registration statement, propose to sell Registrable Registerable Securities and such other securities Other Shares (if any) at an the aggregate offering price, net proceeds of underwriters’ which (after deduction for underwriter’s discounts and expenses, of expenses related to the issuance) are less than $3.90 per share of Common Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares)30,000,000; (iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (iv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (x) registrations which have been declared or ordered effective and pursuant to which securities have been sold, and (y) Withdrawn Registrations); (v) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration (or ending on the subsequent date on which all market stand-off agreements applicable to the offering have terminated); provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (vi) If the Initiating Holders propose to dispose of shares of Registrable Registerable Securities that which may be immediately registered on Form S-3 pursuant to a request made under Section 2.32.3 hereof; (vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the reasonable approval consent of the Company); and (viii) If the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (b)(vii) above to firmly underwrite the offer.

Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1: (i) Prior to the earlier of (A) the forty-two four (424) month year anniversary of the date of this Agreement or (B) one hundred and eighty six (1806) days months following the earliest of the effective date of the first registration statement filed by the Company covering an underwritten offering the Initial Public Offering, the consummation of any a SPAC Transaction or the effective date of its securities to the general public a Direct Listing (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated, not to exceed an additional thirty-four (34) days); (ii) If Unless the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, Holders propose to sell at least 20% of the Registrable Securities held by such Initiating Holders and the Registrable Securities proposed to be sold by the Initiating Holders is expected to result in aggregate proceeds of at least $30,000,000; provided that, if the Registrable Securities proposed to be sold constitute Common Stock, then the Company shall not be obliged to effect, or take any action to effect, any such other securities (if any) registration pursuant to this Section 2.1 unless the Registrable Securities proposed to be sold by the Initiating Holders is expected to result in aggregate proceeds of at an aggregate offering price, net of underwriters’ discounts and expenses, of less than least $3.90 per share of Common Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares)5,000,000; (iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (iv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (x) registrations which have been declared or ordered effective and pursuant to which securities have been sold, and (y) Withdrawn Registrations); (v) During the period starting with the date sixty that is thirty (6030) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days (or one hundred eighty (180) days days, in the case of an Initial Public Offering) after the effective date of, of a Company-initiated registration (or ending on the subsequent date on which all market stand-off agreements applicable to the offering have terminated, not to exceed an additional thirty-four (34) days); provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.32.3 hereof; (vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (holding in the aggregate at least a majority of the Registrable Securities held by such Initiating Holders, subject to the reasonable approval consent of the Company), which consent shall not be unreasonably withheld, delayed or conditioned; andor (viii) If the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (b)(vii) above to firmly underwrite the offer.

Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1: (i) Prior to the earlier of (A) the forty-two ten (4210) month year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated); (ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) at an aggregate offering price, net of underwriters’ discounts and expenses, of less than $3.90 2.00 per share of Common Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares)) and the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $20,000,000; (iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (iv) After With respect to registration requests made by Initiating Holders pursuant to Section 2.1(a)(i), after the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (x) registrations which have been declared or ordered effective and pursuant to which securities have been sold, and (y) Withdrawn Registrations)thereto; (v) With respect to registration requests made by Initiating Holders pursuant to Section 2.1(a)(ii), after the Company has initiated two (2) such registrations pursuant thereto; (vi) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration (or ending on the subsequent date on which all market stand-off agreements applicable to the offering have terminated); provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective;; or (vivii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3; (viiviii) If the Initiating Holders do not request that such offering be firmly underwritten by nationally recognized underwriters selected by the Initiating Holders (subject to the reasonable approval consent of the Company); andor (viiiix) If the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (b)(viiSection 2.1(b)(vii) above to firmly underwrite the offer.

Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1: (i) Prior to the earlier of (A) the forty-two (42) month anniversary of the date of this Agreement April 12, 2020 or (B) one hundred and eighty six (1806) days months following the effective date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated)Company’s Initial Public Offering; (ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) at an aggregate offering price, net of underwriters’ discounts and expenses, of less than $3.90 per share of Common Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares); (iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (iviii) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (x) registrations which have been declared or ordered effective and pursuant to which securities have been sold, and (y) Withdrawn Registrationseffective); (viv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration (or ending on the subsequent date on which all market stand-off agreements applicable to the offering have terminated)registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (viv) If such registration is for the Company’s Initial Public Offering and the Initiating Holders propose to dispose of shares of Registrable Securities request that may be registered on Form S-3 the offering pursuant to Section 2.1(a) be underwritten in any manner other than a request made under Section 2.3; (vii) If the Initiating Holders do not request that such offering be firmly underwritten firm commitment basis by underwriters selected by the Initiating Holders (subject to the reasonable approval consent of the Company); and, which consent will not be unreasonably withheld) holding at least a majority of the Shares held by all Initiating Holders; (viiivi) If such registration is for the Company’s Initial Public Offering and the Company and the Initiating Holders are unable to obtain the commitment of the underwriter underwriter(s) described in Section 2.1(d) or clause (b)(viiv) above above, as the case may be, to firmly underwrite the offerrespective offerings; or (vii) If the Company shall have effected a registration pursuant to Section 2.1(a) within one hundred eighty (180) days preceding the Company’s receipt of the Initiating Holder’s request.

Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1: (i) Prior With respect to requests by BlackRock pursuant to Section 2.1(a), prior to the earlier of (A) January 1, 2018 or (B) one hundred eighty (180) days following the effective date of the Initial Public Offering (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated) (ii) With respect to requests by Initiating Holders other than BlackRock pursuant to Section 2.1(b), prior to the earlier of (A) the forty-two ten (4210) month year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public Initial Public Offering (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated); (iiiii) If BlackRock or the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statementas applicable, propose to sell Registrable Securities and such other securities Securities, the aggregate proceeds of which (if any) at an aggregate offering price, net after deduction of underwriters’ discounts and expenses, of discounts) are less than $3.90 per share of Common Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares)20,000,000; (iiiiv) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ivv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 2.1; provided, that if both such registrations were initiated pursuant to Section 2.1(b), BlackRock shall continue to be entitled to one (1) registration pursuant to Section 2.1(a) (counting for these purposes only (x) registrations which have been declared or ordered effective and pursuant to which the securities requested to be registered have been sold, and (y) Withdrawn Registrations); (vvi) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration (or ending on the subsequent date on which all market stand-off agreements applicable to the offering have terminated); provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (vivii) If BlackRock or the Initiating Holders Holders, as applicable, propose to dispose of shares of Registrable Securities that which may be immediately registered on Form S-3 pursuant to a request made under Section 2.32.3 hereof; (viiviii) If BlackRock or the Initiating Holders Holders, as applicable, do not request that such offering be firmly underwritten by underwriters selected by BlackRock or the Initiating Holders Holders, as applicable (subject to the reasonable approval consent of the Company); and (viiiix) If the Company Company, on the one hand, and BlackRock or the Initiating Holders Holders, applicable on the other hand, are unable to obtain the commitment of the underwriter described in clause (b)(vii) above to firmly underwrite the offeroffering.

Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1: (i) Prior to the earlier of (A) the forty-two five (425) month year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated)public; (ii) If the Initiating Holders, together with the holders of any other securities of the Company Other Shares entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) at an the aggregate offering price, net proceeds of underwriters’ which (after deduction for underwriter’s discounts and expenses, of expenses related to the issuance) are less than $3.90 per share of Common Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares)10,000,000; (iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (iv) After the Company has initiated completed two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (x) registrations which have been declared or ordered effective and pursuant to which securities have been sold, and (y) Withdrawn Registrations)2.1; (v) During the period starting with the date sixty ninety (6090) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty ninety (18090) days after the effective date of, a Company-initiated registration (or ending on the subsequent date on which all market stand-off agreements applicable to the offering have terminated); provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be registered on Form S-3 in an underwritten offering pursuant to a request made under Section 2.32.3 (in which case Section 2.3 shall apply to such registration demand); (vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the reasonable approval consent of the Company); andor (viii) If the Company and the Initiating Holders are unable to obtain the commitment of the an underwriter as described in clause (b)(vii) above to firmly underwrite the offer.

Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1: (i) Prior to the earlier of (A) the forty-two five (425) month year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated); (ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, Holders propose to sell less than twenty percent (20%) of the outstanding Registrable Securities and the aggregate proceeds of such other securities proposed sale (if any) at an aggregate offering price, net of underwriters’ after deduction for underwriter’s discounts and expenses, of expenses related to the issuance) are less than $3.90 per share of Common Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares)25,000,000; (iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (iv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (x) registrations which have been declared or ordered effective and pursuant to which securities have been sold, and (y) Withdrawn Registrations); (v) During the period starting with the date sixty ninety (6090) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or ending on the subsequent date on which all market stand-off agreements applicable to the offering have terminated); provided that (x) the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effectiveeffective and (y) with respect to the portion of the period prior to the date of filing of such registration statement, the Company provides notice to the Initiating Holders within thirty (30) days of the request for registration of its intent to file such registration statement within ninety (90) days; (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3; (vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the reasonable approval consent of the Company); andor (viii) If the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (b)(vii) above to firmly underwrite the offer.

Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1: (i) Prior to the earlier of (A) the forty-two three (423) month year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated); (ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) at an with the aggregate offering price, net proceeds of underwriters’ which (after deduction for underwriter’s discounts and expenses, of expenses related to the issuance) are less than $3.90 per share of Common Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares)25,000,000; (iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (iv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (x) registrations which have been declared or ordered effective and pursuant to which securities have been sold, and (y) Withdrawn Registrations)2.1; (v) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration (or ending on the subsequent date on which all market stand-off agreements applicable to the offering have terminated); provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3; (vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the reasonable approval consent of the Company); and (viii) If the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (b)(vii) above to firmly underwrite the offer.

Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1: (i) Prior to the earlier of (A) the forty-two five (425) month year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated); (ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) at an the aggregate offering price, net proceeds of underwriters’ discounts and expenses, of which are less than (A) $3.90 per share 25,000,000 in the case of the first public offering of the Company’s Common Stock or (as adjusted for B) $10,000,000 in the case of any stock dividends, combinations or splits with respect to such shares)subsequent public offering of the Company’s Common Stock; (iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (iv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (x) registrations which have been declared or ordered effective and pursuant to which securities have been sold, and (y) Withdrawn Registrations)2.1; (v) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration (or ending on the subsequent date on which all market stand-off agreements applicable to the offering have terminated); provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3; (vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the reasonable approval consent of the Company); andor (viii) If With respect to the first public offering of the Company’s Common Stock, if the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (b)(vii) above to firmly underwrite the offer.

Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1: (i) Prior to the earlier of (A) the forty-two five (425) month year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated); (ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) at an aggregate offering price, net of underwriters’ discounts and expenses, of less than $3.90 10.00 per share of Common Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares)) and the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $25,000,000; (iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (iv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (x) registrations which have been declared or ordered effective and pursuant to which securities have been sold, and (y) Withdrawn Registrations); (v) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration (or ending on the subsequent date on which all market stand-off agreements applicable to the offering have terminated); provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3; (vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the reasonable approval consent of the Company); and (viii) If the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (b)(vii) above to firmly underwrite the offer.