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 one hundred and eighty (180) days following the effective date of a Qualified IPO; (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) for which the aggregate offering price to the public is less than $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registrations which have been declared or ordered effective and pursuant to which securities have been sold, and (y) Withdrawn Registrations); (v) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on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 ninety (90) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; and (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 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 one hundred and eighty (180) days following the effective date of a Qualified IPO; (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) for which the aggregate offering price to the public is less than $5,000,0008,000,000; (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 ninety (90) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; and (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 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 prior to one hundred and eighty (180) days following the effective date of a Qualified IPOthe first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public, and the shares so sold are listed on the NYSE or the NASDAQ Stock Market (the “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) for which the aggregate offering price to the public is less than $5,000,000; (iii) In any particular jurisdiction in which the Company would be required to qualifty to do business or 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 after the Company has initiated effected two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (x) 2.1, such registrations which have been declared or ordered effective and the securities offered pursuant to which securities such registrations have been sold; provided, and (y) Withdrawn Registrations)however, that if the Initiating Holders withdraw from such registration following their initiation but prior to such registration’s effectuation, then such registration shall count as having been “effected” for purposes of this subsection; (viv) During during the period starting with the date sixty 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 after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; andor (viv) If if the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 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 one hundred and eighty the earlier of (180A) days the four (4) year anniversary of the date of this Agreement or (B) six (6) months following the effective date of a Qualified IPOthe 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) for which the aggregate offering price to the public is less than $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; (iviii) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (x1) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (y2) Withdrawn Registrationsregistrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company);); or (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 ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) after the effective date of, a Company-initiated registrationregistration (other than a registration relating solely to employee benefit plans); provided that (A) the Company is actively employing in good faith commercially reasonable best efforts to cause such registration statement to become effective; effective and , (viB) If with respect to any request for registration pursuant to Section 2.1(a) received prior the Initiating Holders propose date of filing of such Company-initiated registration, the Company shall have delivered written notice to dispose of shares the holders of Registrable Securities which may be immediately registered on Form S-3 pursuant of its intent to a request made under Section 2.3 hereoffile such registration within thirty (30) days after its receipt of such 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 to the earlier of (A) the four (4) year anniversary of the Initial Closing or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe 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) for which the aggregate offering price to the public is less than $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; (iviii) After the Company has initiated two (2) effected three 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); (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; andor (viv) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3.

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 one hundred and eighty the earlier of (180A) days the four (4) year anniversary of the date of this Agreement or (B) six (6) months following the effective date of a Qualified IPOthe 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, not to exceed an additional thirty-four (34) days); (ii) If the Company has not yet offered securities pursuant to a registration statement and 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 20% of the Registrable Securities and held by such other securities Initiating Holders unless such lesser number of Registrable Securities proposed to be sold by the Initiating Holders is expected to result in aggregate proceeds of at least $20,000,000 (or if any) for which after the Initial Public Offering, Registrable Securities with an anticipated aggregate offering price to the public is less than of at least $5,000,0002,000,000); (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, in the case of an Initial Public Offering) after the effective date of, of a Company-initiated registrationregistration (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; andor (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 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 three (3) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe 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) for which the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $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 forty-five (6045) days prior to the Company’s good faith estimate of the date of filing ofof the Company’s first registration statement, and ending on a date ninety (90) days after the effective date of, a Company-initiated registrationregistration (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; and; (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof.2.3;

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 one hundred the earlier of (A) the later to occur of the Entity Conversion and eighty three (1803) days year anniversary of the date of this Agreement or (B) six (6) months following the effective date of a Qualified IPOCompany’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) for which the aggregate offering price to the public is less than $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; (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 Registrations); (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; and; (viv) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3; (vi) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company); or (vii) If the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (b)(iv) 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 one hundred and eighty (180) days year following the effective closing date of a Qualified the IPO; (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) for which ), the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00025,000,000, or in the case of an underwritten offering, $50,000,000; (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; and; (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3; (vii) If the Company has filed another Registration Statement (other than Form S-8 or Form S-4 or any successor thereto) that has not yet become effective; or (viii) If such registration covers Registrable Securities that are issuable upon Exchange under and pursuant to the terms of the Zevia LLC Agreement, if the Zevia LLC Agreement would not, on the date of the written request for registration, then permit such Exchange, except with the approval of the Company’s Board.

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 one hundred and eighty the earlier of (180A) days the three (3) year anniversary of the date of this Agreement or (B) six (6) months following the effective date of a Qualified IPOthe 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, not to exceed an additional thirty-four (34) days); (ii) If the Company has not yet offered securities pursuant to a registration statement and 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 20% of the Registrable Securities held by such Initiating Holders unless such lesser number of Registrable Securities proposed to be sold by the Initiating Holders is expected to result in aggregate net proceeds (after deduction for underwriter’s discounts and such other securities expenses related to the issuance) greater than $20,000,000 (or if any) for which after the Initial Public Offering, Registrable Securities with an anticipated aggregate offering price to the public is less than of at least $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, in the case of an Initial Public Offering) after the effective date of, of a Company-initiated registrationregistration (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; and; (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 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 a majority the Registrable Securities held by such Initiating Holders (subject to the consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned); or (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 that date which is one hundred and eighty (180) days following the effective date of a Qualified IPOthe 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) for which the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00010,000,000; (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; and; (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 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 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 Registrant Companies shall not be obligated to effect, or to take any action to effect, any such registration Demand Registration pursuant to this Section 2.1: (i) Prior to one hundred and eighty the later of the two (1802) days following year anniversary of the effective date of a Qualified IPOthis Agreement; (ii) If the Initiating HoldersWith respect to registrations relating to NutraCea’s capital stock, 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) for which the aggregate offering price to the public is less than $5,000,000before a NutraCea Roll Up has been completed; (iii) In If the aggregate offering price, net of underwriters’ discounts and expenses, is less than Twenty Million Dollars ($20,000,000) for a Long-Form Registration or Ten Million Dollars ($10,000,000) for a Short-Form Registration; (iv) With respect to registrations relating to NutraCea’s capital stock, during the period starting with the date Sixty (60) days prior to NutraCea’s good faith estimate of the date of filing of, and ending on a date Ninety (90) days after the effective date of, a NutraCea-initiated registration (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan); provided that NutraCea is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; and provided further, that NutraCea shall only be able to delay any request for a Demand Registration only one (1) time in any two (2) year period and such delay shall be for a maximum of Two Hundred Forty (240) days; (v) With respect to registrations relating to NutraCea’s capital stock, in any particular jurisdiction in which the Company NutraCea would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company NutraCea is already subject to service in such jurisdiction and except as may be required by the Securities Act;; or (ivvi) After the Company has initiated two With respect to more than three (23) such registrations Long-Form 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 ninety (90) days after the effective date of, a Company-initiated registration2.1; provided that a registration will not count as a Long-Form Registration hereunder (i) unless and until it has become effective and unless the Company is actively employing applicable holders of such Registrable Securities sell the lesser of (a) 75% of the Registrable Securities requested to be included by them in good faith commercially reasonable efforts to cause such registration statement to become effective; and Long-Form Registration or (vib) If the Initiating Holders propose to dispose a total of shares $20,000,000 of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereofSecurities.

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) May 9, 2017, or (B) one hundred and eighty (180) days year following the effective date of a Qualified IPOInitial 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 proposed to sell Registrable Securities and such other securities (if any) for which the at an aggregate offering price to the public is price, net of underwriters’ discounts and expenses, of less than $5,000,00010.00 per share of Common Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares) and the anticipated aggregate proceeds of the offering would be less than $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); (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 ninety one hundred eighty (90180) days after the effective date ofof the Initial Public Offering; provided, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; andor (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof.

Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such a registration pursuant to any Demand Notice in accordance with this Section 2.1: (i) Prior to one hundred and eighty (180) days following the effective date of a Qualified IPO; (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) for which the aggregate offering price to the public is less than $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; (ivii) After after the Company has initiated two filed with the Commission three (23) such registrations Demand Registration Statements 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); (viii) During if the Company has filed with the Commission a Demand Registration Statement pursuant to this Section 2.1 within the preceding six (6) months, and such Demand Registration Statement has been declared or ordered effective; (iv) during the period starting with the date sixty 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 after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable best efforts to cause such registration statement to become effective; andor (viv) If the Initiating Holders propose to dispose of shares if a Demand Notice request is for a number of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereofthat is smaller than the greater of (i) one-third (1/3) of the Registrable Securities then held by Lavazza or (ii) one million (1,000,000) shares of Common Stock.

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 four (4) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPO; (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) for which the aggregate offering price to the public is less than $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 ninety (90) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; and (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 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 four (4) year anniversary of the date of the Prior Agreement or (b) one hundred and eighty (180) days following the effective date of a Qualified IPOthe 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) for which the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; and (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof.hereof ; and

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 five (5) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe first registration statement filed by the Company covering an Initial Public Offering (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) for which the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00010,000,000; (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, of and ending on a date ninety (90) days after the effective date of, a Company-initiated registrationregistration (or ending on the subsequent date on which all market stand-off agreements applicable to the offering have terminated); provided that if such registration is an Initial Public Offering the period shall end a date one hundred eighty (180) days after the effective date of such Initial Public Offering; provided further that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; and, and provided further, that in the case of an Initial Public Offering, the Company delivers notice to the Holders of its intent to file a registration statement covering an Initial Public Offering within thirty (30) days of any request for registration made pursuant to Section 2.1(a) hereof; (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 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 consent of the Company); or (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 prior to the earlier of (A) July 27, 2013 or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe 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 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) for which the at an aggregate offering price to the public is price, net of underwriters’ discounts and expenses, of less than $5,000,0005.00 per share of Common Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares) or the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than twenty million dollars ($20,000,000); (iii) In in any particular jurisdiction in which the Company would be required to execute a general consent to the 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 after the Company has initiated two three (23) 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 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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; and; (vi) If if the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 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 consent of the Company); or (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 three (3) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe first registration statement filed by the Company covering an underwritten offering of any of its securities to the general 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) for which the at an aggregate offering price to the public is of less than $5,000,0008.94 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)2.1; (v) During the period starting with the date sixty thirty (6030) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (or ending on the subsequent date on which all market stand-off agreements applicable to the offering have terminated); provided provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; and; (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3; or (vii) 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 five (5)-year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe 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) for which the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00015,000,000; (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 ninety one hundred twenty (90120) days after the effective date of, a Company-initiated registrationregistration (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; and; (vi) If the Company delivers notice to the holders of Registrable Securities within thirty (30) days of any registration request of its intent to file a registration statement for an Initial Public Offering within ninety (90) days; (vii) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3; (viii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company); or (ix) If the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (b)(viii) 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 one hundred and eighty (180) days following the effective date of a Qualified IPOthe first registration statement filed by the Company covering an underwritten offering of any of its securities to the general 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 either (if anyA) for which the aggregate offering price proceeds of such Registrable Securities (prior to deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00025,000,000 or (B) such Registrable Securities constitute less than twenty percent (20%) of the Registrable Securities then outstanding; (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 thirty (30) day period starting commencing with the date sixty (60) days prior receipt of a request made pursuant to Section 2.1(a), the Company delivers notice to the Company’s good faith estimate Holders of Registrable Securities that the date Company intends to file a registration statement under the Securities Act in connection with a public offering of filing of, and ending on its securities within a date ninety (90) days after day period from the effective date of, a Company-initiated registrationof the notice given by the Company to the Holders of Registrable Securities pursuant to this Section 2.1(b)(v); provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; and; (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3; (vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company); or (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 four (4) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe 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) for which the at an aggregate offering price to price, net of underwriters’ discounts and expenses, that reflects a pre-money valuation of the public is Company of less than $5,000,000125,000,000 and the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; andor (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3.

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) February 24, 2016 or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe 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) for which ), the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00015,000,000; (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, 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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; andor (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 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 three (3) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe 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) for which at an aggregate offering price, net of underwriters' discounts and expenses, the aggregate offering price proceeds of which (after deduction for underwriter's discounts and expenses related to the public is issuance) are less than $5,000,00010,000,000; (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 's good faith estimate of the date of filing of, and ending on a date ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; andor (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 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 five (5) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe 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) for which the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00010,000,000; (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; andor (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 or any similar short form registration statement pursuant to a request made under Section 2.3 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 four (4) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe 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 statementregistration, propose to sell Registrable Securities and such other securities (if any) for which and the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00030,000,000; (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 Unless such registration involves a Direct Listing, 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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; and; (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3; (vii) Unless such registration involves a Direct Listing, if the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company); or (viii) Unless such registration involves a Direct Listing, 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 five (5) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe first registration statement filed by the Company covering an underwritten offering of any of its securities to the 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) for which the at an aggregate offering price to the public is of less than $5,000,00010,000,000 (net of underwriters’ discounts and expenses); (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) In the event the Initiating Holders have requested a registration to be effected in a jurisdiction other than the United States, to the extent the Board determines in its sole discretion that such registration would impose materially more burdensome or costly obligations on the part of the Company as compared to those to which the Company would be subject if the request was for a registration to be effected in the United States; (v) 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; (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; and; (vivii) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3; (viii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company); or (ix) If the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (b)(viii) 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 prior to one hundred and eighty the earlier of (180A) days the three (3) year anniversary of the date of this Agreement or (B) six (6) months following the effective date of a Qualified IPOthe 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, not to exceed an additional thirty-four (34) days); (ii) If if the Company has not yet offered securities pursuant to a registration statement and 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 20% of the Registrable Securities held by such Initiating Holders unless such lesser number of Registrable Securities proposed to be sold by the Initiating Holders is expected to result in aggregate net proceeds (after deduction for underwriter’s discounts and such other securities (if any) for which the aggregate offering price expenses related to the public is less issuance) greater than $5,000,00010,000,000; (iii) In 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 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 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 (one hundred eighty (180) days in the case of an Initial Public Offering) after the effective date of, of a Company-initiated registrationregistration (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; and; (vi) If if the Initiating Holders propose do not request that such offering be firmly underwritten by underwriters selected by a majority-in-interest of the Initiating Holders (subject to dispose the consent of shares the Company, which consent shall not be unreasonably withheld, delayed or conditioned); or (vii) if the Company and the Initiating Holders are unable to obtain the commitment of Registrable Securities which may be immediately registered on Form S-3 pursuant the underwriter described in clause (b)(vii) above to a request made under Section 2.3 hereoffirmly 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 four (4) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe 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) for which pursuant to a registered offering that is listed on either the NASDAQ Stock Market, The Nasdaq Global Select Market, The Nasdaq Global Market, The Nasdaq Capital Market, the New York Stock Exchange or any United States national securities exchange affiliated therewith, and any of their successors, the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00050,000,000; (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; andor (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3.

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 2.11.2: (i1) Prior to the earlier of one hundred and eighty (180) days following the effective date of a Qualified IPOthe 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); (ii2) If the Initiating HoldersHolder or Holders of not less than fifty percent (50%) of the Registrable Securities, 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) for which the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00020,000,000; (iii3) 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; (iv4) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 1.2 (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 Registrationswithdrawn registrations); (v5) 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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; and; (vi6) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof1.4; (7) If the Holders do not request that such offering be firmly underwritten by underwriters selected by the Holders (subject to the consent of the Company); or (8) If the Company and the Holders are unable to obtain the commitment of the underwriter described in clause (b)(7) 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 three (3) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe first registration statement filed by the Company covering an underwritten offering of any of its securities to the general 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) for which the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than twenty million U.S. dollars ($5,000,00020,000,000); (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 three (23) such registrations pursuant to this Section 2.1 (counting for these purposes only (x) registrations which that 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 ninety (90) days after the effective date of, a Company-initiated registrationregistration (other than the Company’s initial registration which is addressed under Section 2.1(b)(i) above); provided that the Company is actively employing in good faith commercially all reasonable efforts to cause such registration statement to become effective; andor (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof.

Limitations on Requested Registration. The No Holder shall make (or be deemed to have made) a Demand Registration Request (and, with respect to Section 2.1(b)(iv), the Company shall not be obligated to effect, or to take any action to effect, any such file a preliminary registration statement) pursuant to this Section 2.1: (i) Prior prior to the earlier of: (A) July 1, 2008, (B) one hundred and eighty (180) calendar days following the effective date of the Company’s Initial Public Offering and (C) ninety (90) calendar days following a Qualified IPODistribution; (ii) If the Initiating Holders, together with the holders of any other securities of after the Company entitled has effected three (3) such registrations pursuant to inclusion in such registration statementthis Section 2.1; provided, propose to sell Registrable Securities and such other securities (if any) for which the aggregate offering price to the public is less than $5,000,000; (iii) In any particular jurisdiction in which however, that the Company would shall only 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 effect two (2) such registrations pursuant to this Section 2.1 following the Initial Public Offering or Distribution (counting for these all purposes of this Section 2.1(b)(ii) only (x) registrations which have been declared or ordered effective and pursuant to which either: (A) all securities registered thereunder have been sold, or (B) the registration statement relating thereto has been effective and (y) Withdrawn Registrationsnot suspended for the applicable period set forth in Section 2.3(a)); (viii) During during the period starting with the date thirty (30) calendar days (sixty (60) calendar days in the case of an IPO Demand) prior to the Company’s good faith estimate of the reasonably estimated date of filing of, and ending on a the date ninety (90) calendar days after (one hundred eighty (180) calendar days in the case of an IPO Demand or such shorter period to which any officer or director of the Company or holder of at least five percent (5%) of the Company’s outstanding securities is subject pursuant to a lockup restriction similar to that described in Section 2.7) immediately following the effective date of, any registration statement pertaining to securities offered by the Company (other than a Company-initiated registration; registration of securities on Form S-8 (as promulgated under the Securities Act), a registration of securities on Form S-4 (as promulgated under the Securities Act), a registration of securities in a Rule 145 transaction, or a registration of securities with respect to an employee benefit plan (including in each case pursuant to successor forms and rules)), provided that the Company is actively employing in good faith commercially its reasonable best efforts to cause such registration statement to be filed (if not already filed) and to become effective; and (vieffective and the managing underwriter(s) If of such offering certifies in writing that the Initiating Holders propose to dispose of shares registration of Registrable Securities would have, in its reasonable estimation, a material adverse effect on the marketability of the offering for which may such registration statement was filed; or (iv) if the Company shall furnish to the Holders a certificate signed by any executive officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, by majority vote, it would be immediately registered on Form S-3 pursuant materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a request made under Section 2.3 hereof.period of not more than ninety (90) calendar days after receipt of the Demand Registration Request; provided, however, that the Company shall not defer its obligation in this manner for more than an aggregate of one hundred twenty (120) calendar days in any consecutive twelve-month period; or

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 five (5) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe 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) for which and the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00010,000,000; (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) three 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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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 best efforts to cause such registration statement to become effective; andor (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 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 Before the earlier of: (i) the five (5) year anniversary of the date of this Agreement or (ii) one hundred and eighty (180) days following the effective date of a Qualified IPOthe first registration under the Securities Act filed by the Company for an offering of its securities to the general 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) for which the with aggregate offering price to the public is gross proceeds of less than $5,000,00010,000,000; (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, sold and (y) Withdrawn Registrations); (v) During the period starting with the date sixty (60) days prior to before the Company’s good faith estimate of the date of filing of, and ending on a date ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registration; provided provided, however, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; andor (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 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 one hundred and eighty the earlier of (180A) days the three (3) year anniversary of the date hereof or (B) six (6) months following the effective date of a Qualified IPOthe 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) for which ), the aggregate offering price proceeds of which (exclusive of deduction for underwriter’s discounts and commissions related to the public is less issuance) are not greater than $5,000,00015,000,000; (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 ordered or declared or ordered effective and pursuant to which securities have been sold, and (y) Withdrawn Registrations)effective; (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; andor (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof.

Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, effect any such registration pursuant to this Section 2.1: (i) Prior to one hundred and eighty the earlier of (180A) the five-year anniversary of the date of this Agreement or (B) 180 days following the effective date of a Qualified IPOthe 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 for aggregate proceeds (after deduction for underwriter’s discounts and such other securities (if any) for which the aggregate offering price expenses related to the public is issuance) of less than $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)2.1; (v) During the period starting with the date sixty (60) 60 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90x) with respect to the Company’s Initial Public Offering, 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), and (y) with respect to any Company-initiated registration of its Common Stock following its Initial Public Offering, 90 days after the effective date of such Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; and; (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3; (vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company which shall not be unreasonably withheld); or (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 three (3) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (the “Effective Date”); (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) for which the amounting in aggregate offering price to the public is proceeds of less than $5,000,00025,000,000 (excluding deduction for underwriter’s discounts and expenses related to the issuance); (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; andor (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 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 three (3) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe 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) for which the at an aggregate offering price to the public is price, net of underwriters’ discounts and expenses, of less than $5,000,0000.18 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)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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; and; (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3; (vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the 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 seven (7) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe 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) for which the aggregate offering price proceeds of which (after deduction for underwriters’ discounts and expenses related to the public is issuance) are less than $5,000,00020,000,000; (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, 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 If the period starting with Company delivers written notice to the date Initiating Holders, within thirty (30) days of a request by the Initiating Holders to effect a registration pursuant to this Section 2.1, of its good faith intent to file, within the following sixty (60) days prior to the days, a Company’s good faith estimate of the date of filing of, and -initiated registration; such period ending on a date ninety one hundred eighty (90180) days after the effective date of, a of such Company-initiated registrationregistration (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; and; (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof(Registration on Form S-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 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 prior to one hundred and eighty (180) days following the effective date of a Qualified IPOthe 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) for which the aggregate offering price to the public is less than $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; (iviii) After 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); (viv) During 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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; and; (viv) If if the Initiating Holders propose to dispose of shares of Registrable Securities the offer and sale of which may be registered immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof; (vi) if the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company); and (vii) if the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (b)(vi) 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 three (3) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe first registration statement filed by the Company covering an underwritten offering of any of its securities to the general 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) for securities, the estimated aggregate proceeds of which the aggregate offering price to the public is are less than $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) three 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 when the Company’s Company makes a good faith estimate determination of its intent to file within the date of filing ofnext ninety (90) days, and ending on a date ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registration; provided that (x) the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effectiveeffective and (y) the Company provides prior notice to all Holders within thirty (30) days of the Initiating Holders’ request; andor (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 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 one hundred and eighty the earlier of (180A) the four (4) year anniversary of the date of this Agreement or (B) 180 days following the effective date of a Qualified IPOthe 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) for which the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00015,000,000; (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) 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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; and; (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3; (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 consent of the Company); provided, however, that such requirement shall not apply in the event the Company requests inclusion pursuant to Section 2.1(d); 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 three (3) year anniversary of the date of the Investment Agreement, dated June 10, 2016, by and among the Company and the other parties thereto (the “Investment Agreement”) or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe registration statement filed by the Company for an IPO (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) for which the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00010,000,000; (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; andor (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3; Registration Rights Agreement re Crispr Therapeutics AG 8 (vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company); or (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 five (5) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe first registration statement filed by the Company covering an underwritten offering of any of its securities to the general 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) for which the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00010,000,000; (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 ninety (90) days after the effective date of, a Company-initiated registrationregistration (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; and; (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 in an underwritten offering pursuant to a request made under Section 2.3 hereof(i n 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 consent of the Company); or (viii) If the Company and the Initiating Holders are unable to obtain the commitment of 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 five (5) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe 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 Registrable Securities and such other securities (if any) for with aggregate proceeds (before deductions of underwriters’ commissions and expenses) which the aggregate offering price to the public is are less than $5,000,00010,000,000; (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 or submission, as the case may be, of, and ending on a date ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; and; (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3; (vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by Company; or (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 one hundred and eighty (180) days following the effective date of a Qualified IPOthe first registration statement filed by the Company covering an underwritten offering of any of its securities to the general 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) for which the aggregate offering price gross proceeds of which (before deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $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 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 forty-five (6045) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; andor (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 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 2.12.3: (i) Prior to one hundred and eighty (180) days following the effective date of a Qualified IPOthe first registration statement filed by the Company covering an underwritten offering of any of its securities to the general 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) for which ), the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00020,000,000; (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 In the sixth month period following the date on which the Company has initiated two (2) any such registrations registration 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)2.3; (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; andor (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.2.

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) August 1, 2018 or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe 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) for which pursuant to a registered offering that is listed on either the NASDAQ Stock Market, The Nasdaq Global Select Market, The Nasdaq Global Market, The Nasdaq Capital Market, the New York Stock Exchange or any United States national securities exchange affiliated therewith, and any of their successors, the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00050,000,000; (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; andor (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3.

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 one hundred and eighty (180) days following the effective date of a Qualified IPOthe first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or such earlier or 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) for which and the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00020,000,000; (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 If the Initiating Holder is Psilos Group Partners III, L.P. (“Psilos”), after the Company has already initiated two one (21) such registrations registration per request by Psilos 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) If the Initiating Holder is Revolution Extend Holdings LLC (“Revolution”), after the Company has already initiated one (1) such registration per request by Revolution pursuant to this Section 2.1; (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; and (vivii) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 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 2.15.1: (i1) Prior to the earlier of (A) the five (5) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public; (ii2) 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) for which the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00010,000,000; (iii3) 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; (iv4) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 5.1 (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); (v5) 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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; andor (vi6) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof5.3.

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 and eighty (180) days following the effective date of a Qualified IPO;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 ten (10) year anniversary of the date of this Agreement 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); (iii) 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 (if any) for which Securities, the aggregate offering price to the public is proceeds of which (after deduction of underwriters’ discounts) are less than $5,000,00020,000,000; (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; and; (vivii) If BlackRock or the Initiating Holders Holders, as applicable, propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof; (viii) If BlackRock or the Initiating Holders, as applicable, do not request that such offering be firmly underwritten by underwriters selected by BlackRock or the Initiating Holders, as applicable (subject to the reasonable consent of the Company); and (ix) If the Company, on the one hand, and BlackRock or the Initiating 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 offering.

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 one hundred and eighty (180) days following the effective Company’s Initial Public Offering (or, with respect to each Holder, the subsequent date of a Qualified IPO; (ii) on which all market stand-off agreements between such Holder and the Company applicable to the offering have terminated); 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) for which the aggregate offering price proceeds (after deduction for underwriter’s discounts and expenses related to the public is issuance) of less than $5,000,000; (iii) 10,000,000; 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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (or, with respect to each Holder, ending on the subsequent date on which all market stand-off agreements between such Holder and the Company 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; and (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof.2.3;

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 one hundred and eighty (180) days following the effective date of a Qualified IPOthe registration statement filed by the Company for the Initial Public Offering (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) for an aggregate proceeds of which the aggregate offering price (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00050,000,000; (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), except if such withdrawal is based upon a material adverse change in the condition, business or prospects of the Company which was not known to the Initiating Holders at the time of their request; (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; and; (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3; (vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company); or (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 one hundred and eighty the earlier of (180A) days the four (4) year anniversary of the date of this Agreement or (B) six (6) months following the effective date of a Qualified IPOthe 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) for which the aggregate offering price to the public is less than $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; (iviii) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (x1) registrations where at least 75% of the Registrable Securities requested to be registered are in fact registered and which have been declared or ordered effective and pursuant to which securities have been sold, and (y2) Withdrawn Registrationsregistrations that closed, or were withdrawn at the request of the Holders (other than as a result of a material adverse change to the Company);; or (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 ninety (90) days (or in the case of the Company’s Initial Public Offering, one hundred eighty (180) days) after the effective date of, a Company-initiated registrationregistration (other than a registration relating solely to employee benefit plans); provided that (A) the Company is actively employing in good faith commercially reasonable best efforts to cause such registration statement to become effective; effective and , (viB) If with respect to any request for registration pursuant to Section 2.1(a) received prior the Initiating Holders propose date of filing of such Company-initiated registration, the Company shall have delivered written notice to dispose of shares the holders of Registrable Securities which may be immediately registered on Form S-3 pursuant of its intent to a request made under Section 2.3 hereoffile such registration within thirty (30) days after its receipt of such 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 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 a Qualified IPOthe 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) for which the at an aggregate offering price to the public is price, net of underwriters’ discounts and expenses, of less than $5,000,0003.90 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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; and; (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3; (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 three (3) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe 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) for which with the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00025,000,000; (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; and; (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3; (vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the 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 One (1) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public; (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 Registrable Securities equal to less than 30% of the total outstanding Registrable Securities, unless the anticipated aggregate proceeds of such sale (after deduction for underwriter's discounts and such other securities (if any) for which the aggregate offering price expenses related to the public is less than issuance) would exceed $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 's good faith estimate of the date of filing of, and ending on a date ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; andor (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 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 five (5) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe 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) for which the aggregate offering price gross proceeds to the public is Company of which (without deduction for underwriter’s discounts and expenses related to the issuance) are less than $5,000,00010,000,000; (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 (as provided in a certificate of such effect executed by an authorized officer of the Company for the benefit of Holders) of the date of filing of, and ending on a date ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; andor (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 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 three year anniversary of the date of this Agreement, or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the earlier 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 a majority of the Registrable Securities and such other securities (if any) for which the anticipated aggregate offering price to the public is less than $5,000,00010,000,000; (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 ninety one hundred eighty (90180) days after the effective date (or ending on the earlier date on which all market stand off agreements applicable to the offering have terminated) of, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; andprovided, further, that the Company has provided thirty (30) days notice to the Holders regarding its intent to file such registration statement within sixty (60) days of such notice; (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3.

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 one hundred and eighty the earlier of (180A) the five year anniversary of the date of this Agreement or (B) 180 days following the effective date of a Qualified IPOthe 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) for which the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00030,000,000; (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) 60 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) 180 days after the effective date of, a Company-initiated registrationregistration (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; and; (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3; (vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the 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, effect any such registration pursuant to this Section 2.1: (i) Prior to one hundred and eighty Until the earlier of (180x) days three (3) years after the date of this Agreement, or (y) six (6) months following the effective date of a Qualified IPOthe first registration statement filed by the Company covering an underwritten public offering of any of its securities to the general 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) for which the aggregate offering price to the public is proceeds of which are less than $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 and consummated two (2) such registrations pursuant to this Section 2.1 or within six (counting for these purposes only (x6) registrations which have been declared or ordered months of the effective and pursuant to which securities have been sold, and (y) Withdrawn Registrations)date of a registration statement previously requested by the Initiating Holders under this Section 2.1; (viv) During the period starting with the date sixty (60) days (or, if the Company is then qualified for registration on a Short Form, thirty (30) 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 (or, if the Company is then qualified for registration on a Short Form, ninety (90) days days) after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; andor (viv) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on a Short Form S-3 pursuant to a request made under Section 2.3 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 one hundred and eighty (1801) days following year anniversary of the effective date of a Qualified IPOClosing; (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) for which the aggregate offering price proceeds (after deduction for underwriter’s discounts and expenses related to the public is issuance) less than $5,000,00010,000,000; (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, 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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable best efforts to cause such registration statement to become effective; andor (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3.

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) April 30, 2018 or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe first registration statement filed by the Company covering an underwritten offering of any of its securities to the general 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) for which and the aggregate proceeds of such offering price (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; andor (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3.

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 one hundred and eighty (180) days following the effective date of a Qualified IPO; (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) for which if the aggregate offering price proceeds (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,0001,000,000; (iiiii) 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 Registrations); (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; andor (viv) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof. (vi) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company, which consent shall not be unreasonably withheld); or (vii) 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 five (5) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe 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) for which the aggregate offering price to the public is proceeds of which are less than (A) $5,000,00025,000,000 in the case of the first public offering of the Company’s Common Stock or (B) $10,000,000 in the case of any 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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; and; (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3; (vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company); or (viii) 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 one hundred and eighty (180) days following the effective date of a Qualified IPO; (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) for which the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00010,000,000; (iiiii) 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 In any year after the Company has initiated two (2) one 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); (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; andor (viv) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3.

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 one hundred and eighty the earlier of (180A) days April 12, 2020 or (B) six (6) months following the effective date of a Qualified IPOthe 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) for which the aggregate offering price to the public is less than $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; (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; and; (v) If such registration is for the Company’s Initial Public Offering and the Initiating Holders request that the offering pursuant to Section 2.1(a) be underwritten in any manner other than a firm commitment basis by underwriters selected by the Initiating Holders (subject to the consent of the Company, which consent will not be unreasonably withheld) holding at least a majority of the Shares held by all Initiating Holders; (vi) If such registration is for the Company’s Initial Public Offering and the Company and the Initiating Holders propose are unable to dispose obtain the commitment of shares of Registrable Securities which the underwriter(s) described in Section 2.1(d) or clause (v) above, as the case may be immediately registered on Form S-3 be, to firmly underwrite the respective offerings; or (vii) If the Company shall have effected a registration pursuant to a request made under Section 2.3 hereof2.1(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 to one hundred and eighty the earlier of (180A) days the four (4) year anniversary of the date of this Agreement or (B) six (6) months following the effective date of a Qualified IPOthe 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, not to exceed an additional thirty-four (34) days); (ii) If the Company has not yet offered securities pursuant to a registration statement and 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 20% of the Registrable Securities and held by such other securities Initiating Holders unless such lesser number of Registrable Securities proposed to be sold by the Initiating Holders is expected to result in aggregate proceeds of at least $20,000,000 (or if any) for which after the Initial Public Offering, Registrable Securities with an anticipated aggregate offering price to the public is less than of at least $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, in the case of an Initial Public Offering) after the effective date of, of a Company-initiated registrationregistration (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; andor (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 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 five (5) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe 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) for which the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00010,000,000; (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; andor (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof.; or

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 five (5)-year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe 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) for which the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00015,000,000; (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 ninety one hundred twenty (90120) days after the effective date of, a Company-initiated registrationregistration (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; and; (vi) If the Company delivers notice to the holders of Registrable Securities within thirty (30) days of any registration request of its intent to file a registration statement for an Initial Public Offering within ninety (90) days; (vii) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3; (viii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company); or (ix) If the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (b)(viii) 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 three (3) year anniversary of the date of the Initial Closing or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe first registration statement filed by the Company covering an underwritten offering of any of its securities to the general 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) for which the at an aggregate offering price to the public is price, net of underwriters’ discounts and expenses, of less than $5,000,00010,000,000; (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 soldeffective, 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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; andor (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3.

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 five (5) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a the first Qualified IPOIPO (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated); (ii) If the Initiating HoldersInvestors, 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) for which the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00010,000,000; (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) 60 days prior to the Company’s good faith estimate of the date of filing of, ; provided the Company provides the holders of Registrable Securities notice of such filing within 30 days after the Company has received notice from the Initiating Investors pursuant to Section 2.1(a); and ending on a date ninety (90) 180 days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; and; (vi) If the Initiating Holders Investors propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3; and (vii) If the Company and the Initiating Investors are unable to obtain the commitment of the underwriter described in Section 2.1(e) 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 If the Stockholder proposes to one hundred and eighty sell Registrable Securities, the aggregate proceeds of which (180after deduction of underwriters’ discounts) days following the effective date of a Qualified IPOare less than $10,000,000; (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) for which the aggregate offering price to the public is less than $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; (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 Registrations)2.1; (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; and; (viv) If the Initiating Holders propose Stockholder proposes to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof; (vi) If the Stockholder does not request that such offering be firmly underwritten by underwriters selected by the Stockholder (subject to the reasonable consent of the Company); and (vii) If the Company, on the one hand, and the Stockholder on the other hand, are unable to obtain the commitment of the underwriter described in clause (b)(vi) above to firmly underwrite the offering.

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 five (5) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe 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) for which the aggregate offering price gross proceeds of which (before deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00010,000,000; (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; andor (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3.

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 (x) the Company’s Initial Public Offering or (y) August 2, 2011; (ii) During the one hundred and eighty (180) days following the effective date of a Qualified IPOthe first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public, except upon receipt of the written consent of the applicable underwriter(s); (iiiii) 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) for which the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,000;500,000. (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 (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 ninety (90) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; and (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof; or (vii) If the Company, within thirty (30) days of its receipt of the request from the Initiating Holders, provides written notice to all Initiating Holders of its intent to file a registration statement for its Initial Public Offering within ninety (90) days.

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 five (5) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe 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) for which the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00020,000,000; (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; and (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3.

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 one hundred and eighty (180) days following the effective date of a Qualified IPOthe 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) for which the at an aggregate offering price to the public is price, net of underwriters’ discounts and expenses, of less than $5,000,0001.20 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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; andor (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 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 prior to the earlier of (A) the fifth (5th) anniversary of the date of hereof or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe Company’s Initial Public Offering; (ii) If 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) for which the at an aggregate offering price to the public is of less than $5,000,00080,000,000; (iii) In 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 if (A) the registration is initiated by Common Holders holding a sufficient number of Registrable Securities and the Company has initiated effected two (2) such registrations pursuant to this Section 2.1 at the request of the Common Holders, or (counting for these purposes only B) the registration is initiated by the Investors holding a sufficient number of Registrable Securities and the Company has effect two (x2) such registrations which have been declared or ordered effective and pursuant to which securities have been soldthis Section 2.1, and (y) Withdrawn Registrations);at the request of the Investors; or (v) During 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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationInitial Public Offering; provided that the Company is actively employing in good faith commercially reasonable best efforts to cause such registration statement to become effective; and (vi) If , and provided that the Initiating Company delivers notice to the Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant of its intent to a file such registration statement within thirty (30) days of any request made under Section 2.3 hereoffor registration by the Initiating Holders.

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 three (3) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe first registration statement filed by the Company covering an underwritten offering of any of its securities to the general 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) for which the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than twenty million U.S. dollars ($5,000,00020,000,000); (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 that 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 ninety (90) days after the effective date of, a Company-initiated registrationregistration (other than the Company’s initial registration which is addressed under Section 2.1(b)(i) above); provided that the Company is actively employing in good faith commercially all reasonable efforts to cause such registration statement to become effective; andor (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 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 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 and eighty (180) days following the effective date of a Qualified IPO; 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 ten (10) year anniversary of the date of this Agreement 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); -4- (iii) 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 (if any) for which Securities, the aggregate offering price to the public is proceeds of which (after deduction of underwriters’ discounts) are less than $5,000,000; 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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; and (vivii) If BlackRock or the Initiating Holders Holders, as applicable, propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof; (viii) If BlackRock or the Initiating Holders, as applicable, do not request that such offering be firmly underwritten by underwriters selected by BlackRock or the Initiating Holders, as applicable (subject to the reasonable consent of the Company); and (ix) If the Company, on the one hand, and BlackRock or the Initiating 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 offering.

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 five (5) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe 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, (i) propose to sell Registrable Securities and such other securities (if any) for which if the anticipated offering would not exceed an aggregate offering price to the public is less than public, net of underwriters’ discounts and expenses, of $5,000,0007,500,000 or (ii) may freely trade all of their Registrable Securities in any three-month period pursuant to Rule 144 anytime following the first anniversary of the Company’s Initial Public Offering; (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 (or, with respect to the Specified Holder, one such registration) (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);; or (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration pertaining to the Initial Public Offering; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; and (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 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 five (5) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe first registration statement filed by the Company covering an underwritten offering of any of its securities to the general 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) for which the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $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 one (21) such registrations registration pursuant to this Section 2.1 (counting for these purposes only (x) registrations a registration which have has been declared or ordered effective and pursuant to which securities have been sold, and (y) a Withdrawn RegistrationsRegistration); (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; andor (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 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 one hundred and eighty (180) days following the effective date of a Qualified IPOthe 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) for which the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00020,000,000; (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; and; (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3; (vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company); or (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 five (5) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe 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) for which ), the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00015,000,000; (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 a registration which have has been declared or ordered effective and pursuant to which securities have been sold, and (y) a Withdrawn RegistrationsRegistration); (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; andor (vi) If Holders of at least 50% of the Initiating Holders Registrable Securities propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3.

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 five (5) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe first registration statement filed by the Company covering an underwritten offering of its equity securities to the general public which is declared effective and pursuant to which securities are sold; (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) with aggregate proceeds (after deduction for which the aggregate offering price underwriter’s discounts and expenses related to the public is issuance) of less than $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 soldeffective, and (y) Withdrawn Registrations);; or (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; and (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 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 five (5) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe 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) for which the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00020,000,000; (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) and such registrations which have been declared or ordered effective and pursuant to which securities have been sold, and (y) Withdrawn Registrations)effective; (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; and; (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3; (vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the 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 one hundred and eighty the earlier of (180A) the five year anniversary of the date of this Agreement or (B) 180 days following the effective date of a Qualified IPOthe 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) for which the at an aggregate offering price to the public is price, net of underwriter’s discounts and expenses, of less than $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) 60 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) 180 days after the effective date of, a Company-initiated registrationregistration (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; and; (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3; (vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the 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 three (3) year anniversary of the Closing or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe first registration statement filed by the Company covering an underwritten offering of any of its securities to the general 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) for which the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00010,000,000; (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; andor (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3; (vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company); or (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 five (5) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe 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) for which the aggregate offering price proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00030,000,000; (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; and; (vi) If the Initiating Holders propose to dispose of shares of Registrable Registerable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 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 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 five (5) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe first registration statement filed by the Company covering an underwritten offering of any of its securities to the general 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) for which ), the aggregate offering price net proceeds of which (after deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00030,000,000; (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; andor (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3.

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 2.1Subsection 2.2: (i) Prior to the earlier of (A) the one hundred and eighty (1801) days following year anniversary of the date of this Agreement or (B) the effective date of a Qualified IPOthe 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) for which the aggregate offering price to the public is less than $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; (iviii) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 Subsection 2.2 (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); (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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; and; (viv) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereofSubsection 2.4; (vi) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company); (vii) If the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (b)(vi) above to firmly underwrite the offer; and (viii) If the Initiating Holders, together with the holder of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities for aggregate proceeds (after deducting underwriter’s discounts and expenses related to the issuance) are less than $5,000,000.

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 second (2nd) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public; (ii) If the Company delivers notice to the holders of the Registrable Securities within thirty (30) days of any such registration request of its intent to file a registration statement for an Initial Public Offering within ninety (90) days; (iii) 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) for which the aggregate offering price proceeds of which (without deduction for underwriter’s discounts and expenses related to the public is issuance) are less than $5,000,00010,000,000; (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; (counting for these purposes only (x) registrations which have been declared or ordered effective and pursuant to which securities have been soldmaintained as effective in accordance with this Agreement, 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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registration; provided that that, the Company is actively employing in good faith commercially reasonable best efforts to cause such registration statement to become effective; andor (vivii) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 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 one hundred and eighty (180) days following the effective date of a Qualified IPOon which any market stand-off agreements applicable to the Holder have terminated; (ii) If the Initiating HoldersHolder, 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) for which the at an aggregate offering price to the public is price, net of underwriters’ discounts and expenses, of less than $5,000,000, unless such request for registration covers all remaining Registrable Securities; (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 three (23) such registrations pursuant to this Section 2.1 (counting for these Section 2.1 purposes only (x) registrations which have been declared or ordered effective and pursuant to which all securities covered thereby have been sold, and (y) Withdrawn Registrations)) and registrations pursuant to Section 2.3, in the aggregate; (v) During the period starting with the date sixty forty-five (6045) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date ofof (or ending on the subsequent date on which all market stand-off agreements applicable to the offering have terminated), a Company-initiated registrationregistration (other than a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future); provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effectiveeffective and complies with its obligations to include Registrable Securities pursuant to Section 2.2; andor (vi) If the Initiating Holders propose Holder proposes to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof2.3.

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 one hundred and eighty the earlier of (180A) days the 18-month anniversary of the date of this Agreement or (B) six months following the effective date of a Qualified IPOthe 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) for which the at an aggregate offering price to the public is of less than $5,000,00010,000,000; (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; andor (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 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 five (5) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe 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) for which and the aggregate offering price proceeds of which (after deduction for underwriter's discounts and expenses related to the public is issuance) are less than $5,000,00010,000,000; (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) three 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 's good faith estimate of the date of filing of, and ending on a date ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registrationregistration (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 best efforts to cause such registration statement to become effective; andor (vi) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 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 five (5) year anniversary of the date of this Agreement or (B) one hundred and eighty (180) days following the effective date of a Qualified IPOthe first registration statement filed by the Company covering an underwritten offering of any of its securities to the general 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) for which the aggregate offering price to the public is less than $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 Actjurisdiction; (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 Registrations); (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 ninety one hundred eighty (90180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effectiveeffective and that the Company’s estimate of the date of filing such registration statement is made in good faith, and in the case of a public offering other than the Qualified Initial Public Offering, that the Holders were permitted to register such shares as requested to be registered pursuant to Section 2.2 hereof without reduction by the underwriter thereof; andor (viv) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof.