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

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,000; or (iii) If, in a given twelve-month period, the Company has effected two (2) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,000l,000,000; or (iii) If, in a given twelve-month period, the Company has effected two (2) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii2.1(b)(ii) or 2.1(b)(v2.1(b)(iv); (ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public (net of any underwriters’ discounts and commissions) of less than Three Million Dollars ($500,0003,000,000); or (iii) If, in a given twelvesix-month period, the Company has effected two one (21) such registrations registration in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,0001,000,000; or (iii) If, in a given twelve-month period, the Company has effected two (2) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,0002,000,000; or (iii) If, in a given twelve-month period, the Company has previously effected two one (21) such registrations registration in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,0005,000,000; or (iii) If, in a given twelve-month period, the Company has effected two (2) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) ), or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,0001,000,000; or (iii) If, in a given twelve-month period, the Company has effected two (2) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i)) hereof, 2.1(b)(iii) hereof, or 2.1(b)(v)) hereof; (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,0001,000,000; or (iii) If, in a given twelve-month period, the Company has effected two (2) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 S‑3 at an aggregate price to the public of less than $500,0003,000,000; or (iii) If, in a given twelve-month period, the Company has effected two (2) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In in the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii2.1(b)(ii) or 2.1(b)(v2.1(b)(iv); (ii) If if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,0001,000,000; or (iii) Ifif, in a given twelve-month period, the Company has effected two one (21) such registrations registration in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,000l,000,000; or (iii) If, in a given twelve-month periodwithin twelve months of such written request, the Company has already effected two (2) such registrations in and such periodregistrations have been ordered or declared effective.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii), 2.1(b)(v) or 2.1(b)(v2.1(b)(vi); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,000; or (iii) If, in a given twelve-month period, the Company has effected two (2) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i2.1 (b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,000l,000,000; or (iii) If, in a given twelvesix-month period, the Company has effected two one (21) such registrations registration in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, effect any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,0001,000,000; or (iii) If, in a given twelve12-month period, the Company has effected two (2) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,0002,500,000; or (iii) If, in a given twelve-month period, the Company has effected two (2) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,0001,000,000; or (iii) If, in a given twelve-month twelve (12)-month period, the Company has effected two one (21) such registrations registration in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,0001,000,000 (net of underwriting discounts and commissions); or (iii) If, in a given twelve-month period, the Company has effected two (2) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either any of Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,0002,000,000; or (iii) If, in a given twelve-month period, the Company has effected two (2) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,000; or1,000,000;or (iii) If, in a given twelve-month period, the Company has effected two one (21) such registrations registration in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,0002,000,000; or (iii) If, in a given twelve-month period, the Company has effected two one (21) such registrations registration in such period.. Registration Rights Agreement re Crispr Therapeutics AG 11

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i2.1(b) (i), 2.1(b)(iii2.1(b) (iii) or 2.1(b)(v2.1(b) (v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,0001,000,000; or (iii) If, in a given twelve-month period, the Company has effected two (2) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v2.1(b)(iv); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,000; or (iii) If, in In a given twelve-month period if, during such period, the Company has already effected two one (21) such or more registrations in such periodpursuant to this Section 2.3.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) ), or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public public, net of discounts and commissions, of less than $500,0002,000,000; or (iii) If, in a given twelve-month period, the Company has effected two one (21) such registrations registration in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i)) or, 2.1(b)(iii) or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,0003,000,000; or (iii) If, in a given twelve-month period, the Company has effected two (2) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v2.1(b)(iv); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than One Million Dollars ($500,000; or1,000,000) (iii) If, in a given twelve-month period, the Company has effected two one (21) such registrations registration in such period.; or (iv) After the Company has effected three (3) registrations pursuant to this Section 2.3 and such registrations have declared or ordered effective;

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,0002,000,000; or (iii) If, in a given twelve-month period, the Company has effected two (2) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v2.1(b)(vi); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,0001,000,000; or (iii) If, in a given twelve-month period, the Company has effected two (2) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,0002,000,000; or (iii) If, in a given the twelve-month periodperiod immediately preceding the written request for such registration, the Company has effected two (2) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In in the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If if the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,00010,000,000; or (iii) Ifif, in a given twelve-month period, the Company has effected two (2) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v2.1(b)(iv); (ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,0005,000,000; or (iii) If, in a given twelve-month period, the Company has effected two (2) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,000l,000,000; or (iii) If, in a any given twelve-month period, the Company has effected two (2) such registrations in registration during such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 S‑3 at an aggregate price to the public of less than $500,0005,000,000; or (iii) If, in a given twelve-month period, the Company has effected two (2) one such registrations registration in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,000; or1,000,000; (iii) If, in a given twelve-month period, the Company has effected two (2) such registrations in such period; or (iv) If, the Company has effected three (3) such registrations in total.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i1.1(b)(i), 2.1(b)(iii1.1(b)(iii) or 2.1(b)(v1.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,0001,000,000; or (iii) If, in a given twelve-month period, the Company has effected two one (21) such registrations registration in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii2.1(b)(ii) or 2.1(b)(v2.1(b)(iv); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, Holders propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,000; orl,000,000; (iii) If, in a given twelve-the twelve (12) month periodperiod preceding such request, the Company has already effected two (2) such registrations; or (iv) After the Company has initiated three (3) such registrations in such periodpursuant to this Section 2.3.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,000l,000,000; or (iii) If, in a given twelve-month period, the Company has effected two (2) such registrations in such periodperiod (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold).

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v);; or (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,0001,000,000; or (iii) If, in a given twelve-month period, the Company has effected two (2) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,000l,000,000; or (iii) If, in a given twelve-month period, the Company has effected two (2) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii2.1(b)(ii) or 2.1(b)(v2.1(b)(iv); (ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than Three Million Dollars ($500,0003,000,000); or (iii) If, in a given twelve-month period, If the Company has effected two (2) such registrations pursuant to Section 2.3 at any time within the twelve (12) month period immediately preceding the date of the written request from the Initiating Holders described in such periodSection 2.3(a).

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v);; or (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,000; or (iii) If, in a given twelve-month period, the Company has effected two (2) such registrations in such periodl,000,000.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: : (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii2.1(c)(iv) or 2.1(b)(v); 2.1(c)(vi) or if Form S-3 is not available for such offering; (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 S‑3 at an aggregate price to the public of less than $500,0005,000,000; or or (iii) IfIf the Company has, in a given within the twelve-month periodperiod preceding the date of such request, the Company has already effected two (2) such registrations in such periodregistrations.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v);; or (ii) If the HoldersHolders or RMR, as applicable, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,0003,000,000; or (iii) If, in a given twelve-month period, the Company has effected two (2) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3Subsection 2.4: (i) In the circumstances described in either Sections 2.1(b)(iSubsection 2.2(b)(i), 2.1(b)(iii2.2(b)(ii), 2.2(b)(iii) or 2.1(b)(v2.2(b)(iv); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,0001,000,000; or (iii) If, in a given twelve-month period, the Company has effected two one (21) such registrations registration in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3:11.7(b): (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (iiA) If the Holdersholders of Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,000; 500,000 or (iiiB) If, in a given twelve-month period, the Company has effected two (2) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii2.1(c)(iv) or 2.1(b)(v)2.1(c)(vi) or if Form S-3 is not available for such offering; (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 S‑3 at an aggregate price to the public of less than $500,0005,000,000; or (iii) IfIf the Company has, in a given within the twelve-month periodperiod preceding the date of such request, the Company has already effected two (2) such registrations in such periodregistrations.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,000l,000,000; or (iii) If, in a given twelvesix-month period, the Company has effected two one (21) such registrations registration in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,000l,000,000; or (iii) If, in a given twelve-month period, the Company has effected two one (21) such registrations registration in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,0001,000,000; or (iii) If, in a given twelve-month period, the Company has effected two (2) one such registrations registration in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Registerable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,0003,000,000; or (iii) If, in a given twelve-month period, the Company has effected two (2) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v);; or (ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,000; or1,000,000. (iii) If, in a given twelve-month period, the Company has effected two (2) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,0002,000,000; or (iii) If, in a given twelve-month period, the Company has effected two (2) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii2.1(b)(ii) or 2.1(b)(v2.l(b)(iv); (ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than Three Million Dollars ($500,0003,000,000); or (iii) If, in a given twelve-twelve (12) month period, the Company has effected two (2) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii2.1(b)(ii) or 2.1(b)(v2.1(b)(iv); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,0003,000,000; or (iii) If, in a given twelve-month period, the Company has effected two (2) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,0001,000,000; or (iii) If, in a given twelve-month period, the Company has effected two (2) such registrations registration in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the S-3 Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,0005,000,000; or (iii) If, If in a given twelve-twelve (12) month period, the Company has effected filed two (2) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,0001,000,000; or (iii) If, in a given twelve-month period, the Company has effected two one (21) such registrations registration in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) : In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) ; If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,000l,000,000; or (iii) or If, in a given twelve-month period, the Company has effected two three (23) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i2.1 (b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,000$ 1,000,000; or (iii) If, in a given twelve-month period, the Company has effected two (2) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 S‑3 at an aggregate price to the public of less than $500,0001,000,000; or (iii) If, in a given twelve-month period, the Company has effected two (2) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,000750,000; or (iii) If, in a given twelve-month period, the Company has effected two one (21) such registrations registration in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii2.1(b)(ii) or 2.1(b)(v2.1(b)(iv); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,000l,000,000; or (iii) If, in a given twelve-month period, the Company has effected two (2) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v2 .1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,0001,000,000; or (iii) If, in a given twelve-month period, the Company has effected two one (21) such registrations registration in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); (ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,000l,000,000; or (iii) If, in a given twelve-month period, the Company has effected two (2) such registrations in such period.

Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii2.1(b)(ii) or 2.1(b)(v)2.1(b)(iv) or if Form S-3 is not available for such offering; (ii) If the HoldersStockholder, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,0002,500,000; or (iii) If, in a given twelve-month period, if the Company has already effected two one (21) such registrations in such periodregistration.