Common use of Limitations on Form S-3 Registration Clause in Contracts

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) Prior to one hundred 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 the market stand-off agreements applicable to the offering have terminated); (ii) 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; (iii) During the period starting with the date ninety (90) 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. (iv) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $1,000,000; or registration in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.32.1: (i) Prior to one hundred 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 the market stand-off agreements applicable to the offering have terminated); (ii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting-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; (iiiii) During the period starting with the date ninety sixty (9060) 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 (iviii) If the HoldersIf, together with the holders of any other securities of in a given twelve-month period, the Company entitled to inclusion has effected four (4) such registrations in such registrationperiod. For the avoidance of doubt, propose the Company acknowledges that the limitations set forth in this Section 2.1(c) do not affect in any respect the Company’s obligations under Section 2.3 to sell Registrable Securities file prospectus supplements and such other securities (if any) amendments to register additional Company Earn-Out Shares as they are paid under the SPA once the Company has filed a registration statement on Form S-3 at an aggregate price to the public of less than $1,000,000; or registering Company Earn-Out Shares if such registration in such period.statement is effective automatically upon filing

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.32.1: (i) Prior to one hundred 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 the market stand-off agreements applicable to the offering have terminated); (ii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting-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; (iiiii) During the period starting with the date ninety sixty (9060) 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., and provided further, that this limitation shall not apply for a period of two months following the date hereof; or (iviii) If the HoldersIf, together with the holders of any other securities of in a given twelve-month period, the Company entitled to inclusion has effected four (4) such registrations in such registrationperiod. For the avoidance of doubt, propose the Company acknowledges that the limitations set forth in this Section 2.1(c) do not affect in any respect the Company’s obligations under Section 2.3 to sell Registrable Securities file prospectus supplements and such other securities (if any) amendments to register additional Company Holdback Shares as they vest under the Key Employee Consideration Holdback Agreements once the Company has filed a registration statement on Form S-3 at an aggregate price to the public of less than $1,000,000; or registering Company Holdback Shares if such registration in such period.statement is effective automatically upon filing

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.32.1: (i) Prior to one hundred 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 the market stand-off agreements applicable to the offering have terminated); (ii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting-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; (iiiii) During the period starting with the date ninety sixty (9060) 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.; and provided further, that this limitation shall not apply for a period of two (2) months following the date hereof; and provided, further, that if the Company declines to effect a registration under this clause (ii), it shall provide notice to Holders and the provisions of Section 2.2 shall apply; or (iviii) If the HoldersIf, together with the holders of any other securities of in a given twelve (12)-month period, the Company entitled to inclusion has effected four (4) such registrations in such registrationperiod. For the avoidance of doubt, propose the Company acknowledges that the limitations set forth in this Section 2.1(c) do not affect in any respect the Company’s obligations under Section 2.3 to sell Registrable Securities file prospectus supplements and such other securities (if any) amendments to register additional Company Holdback Shares as they vest under the Founder Consideration Holdback Agreements once the Company has filed a registration statement on Form S-3 at an aggregate price to the public of less than $1,000,000; or registering Company Holdback Shares if such registration in such periodstatement is effective automatically upon filing.

Limitations on Form S-3 Registration. The Subject to the last sentence of this Section 2.1(c), the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.32.1: (i) Prior to one hundred 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 the market stand-off agreements applicable to the offering have terminated); (ii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting-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; (iiiii) During the period starting with the date ninety sixty (9060) days prior to the Company’s '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., and provided further, that this limitation shall not apply for a period of two months following the date hereof; or (iviii) If the HoldersIf, together with the holders of any other securities of in a given twelve-month period, the Company entitled to inclusion has effected four (4) such registrations in such registrationperiod (or if the Company is not a well-known seasoned issuer, propose twelve such registrations in such period). For the avoidance of doubt, the Company acknowledges that the limitations set forth in this Section 2.1(c) do not affect in any respect the Company's obligations under Section 2.3 to sell Registrable Securities file prospectus supplements and such other securities (if any) amendments to register additional Company Holdback Shares as they vest under the Key Employee Consideration Holdback Agreements once the Company has filed a registration statement on Form S-3 at an aggregate price to the public of less than $1,000,000; or registering Company Holdback Shares if such registration in such periodstatement is effective automatically upon filing.