Common use of Termination of Covenants Clause in Contracts

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Section 5.5, shall terminate and be of no further force or effect (i) immediately before prior to the consummation of the sale of shares of Common Stock in the Company’s IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section Sections 12(g) or 15(d) of the Exchange Act Act; or (iii) upon a Deemed Liquidation Event, as such term is defined in Sale of the Company’s Certificate of Incorporation, whichever event occurs firstshall first occur.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Section 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9, 5 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Liquidity Event, as such term is defined in the Company’s Certificate of IncorporationRestated Certificate, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections Sections 5.6 through 5.9and 5.8, shall terminate and be of no further force or effect upon the earliest to occur of (i) immediately before but subject to the consummation of the IPO, an IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in Section 2.1 and this Section 5, except for Subsections 5.6 through 5.9, shall terminate and be of no further force or effect (ia) immediately before the consummation of the IPO, (iib) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iiic) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationCertificate, or (d) upon a Stock Sale, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Section 5.6, Section 5.9 and Section 5.10, shall terminate and be of no further force or effect (i) immediately before the consummation of the a Qualified IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section section 12(g) or 15(d) of the Exchange Act or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.7, 5.8 and 5.9, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Subsection 5.7 and Subsection 5.8, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationRestated Certificate, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.95.5 and 5.6, shall terminate and be of no further force or effect upon the earliest to occur of: (i) immediately before the consummation of the IPO, ; (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act; or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs firstRestated Certificate.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Subsection 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationRestated Certificate, whichever event occurs first.

Termination of Covenants. The covenants set forth of the Company contained in this Section 5Sections 4.1 through 4.8 shall terminate, except for Subsections 5.6 through 5.9, shall terminate and be of no further force or effect effect, upon (i) immediately before the consummation effective date of a registration statement filed by the IPOCompany under the Securities Act, covering the Initial Public Offering, or (ii) when upon a sale of the Company first becomes subject to by merger in which the periodic reporting requirements of Section 12(g) or 15(d) shareholders of the Exchange Act Company in their capacity as such no longer own a majority of the outstanding equity securities of the Company (or its successor), or (iii) upon a Deemed Liquidation Event, as such term is defined in for the Company’s Certificate of Incorporation, whichever event occurs first.covenants in

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Subsection 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO (iib) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iiic) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through Section 5.9, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs firstRestated Certificate.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.95.7, 5.8, 5.9 and 5.10 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.95.4, 5.5 and 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act or (iii) upon a Deemed Liquidation Event, Event (as such term is defined in Article FOURTH, Sections C.2.3.1(a) and (b) of the Company’s Certificate of Incorporation) provided that pursuant to such Deemed Liquidation Event the Investors receive only cash or liquid securities, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Sections 5.9 and 5.11, shall terminate and be of no further force or effect (i) immediately before but subject to the consummation of the IPOa QPO or, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Subsection 5.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.95.7, 5.9 and 5.10, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.95.6, 5.7 and 5.8, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Amended and Restated Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Section 5.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Subsection 5.4, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Section 5.6, Section 5.8 and Section 5.9 shall terminate and be of no further force or effect (ia) immediately before the consummation of the IPO, IPO or (iib) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iiic) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.95.8, 5.9 and 5.10, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.95.66, 5.77, 5.88, and 5.99, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Subsection 5.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationTrue Sale, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9, 5 shall terminate and be of no further force or effect upon the earliest of (ia) immediately before the consummation of the IPO, Company’s IPO (iias defined in the Charter) when in which the Investors convert their shares of Series B Preferred Stock of the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) into Common Stock of the Exchange Act Company or (iiib) upon a Deemed Liquidation Event, as such term is currently defined in the Company’s Certificate of IncorporationCharter (excluding from such definition, whichever event occurs firsthowever, an Asset Sale).

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.95.5 and 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Section 5.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Section 5.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act or Act, (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, (iv) immediately before the consummation of the Qualified Form 10 Transaction, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Subsection 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Subsection 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) IPO or when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act or (iii) upon a Deemed Liquidation EventAct, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections Section 5.6 through 5.9and Section 5.8, shall terminate and be of no further force or effect (ia) immediately before the consummation of the an IPO, (iib) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iiic) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationRestated Certificate, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections Sections 5.6 through 5.9and 5.7, shall terminate and be of no further force or effect upon the earliest to occur of (i) immediately before but subject to the consummation of the IPO, an IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections Sections 5.6 through 5.9and 5.8, shall terminate and be of no further force or effect upon the earliest to occur of (i) immediately before but subject to the consummation of the an IPO, ; (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act; or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections Subsection 5.6 through 5.9and Subsection 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon immediately before a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Sections 5.7 and 5.8, shall terminate and be of no further force or effect upon the earliest to occur: (i) immediately before the consummation of the IPOOffering, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationAct, whichever event occurs first, or (iii) when the Investors or their Affiliates cease to hold at least fifty percent (50%) of the Original Shares.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9, 5 shall terminate and be of no further force or effect immediately (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) Qualified Public Offering or 15(d) of the Exchange Act or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationQualified Merger, whichever event occurs first, or (ii) if sooner, the date on which Investors and their Affiliates cease to own, in the aggregate, at least five percent (5%) of the Company’s outstanding Common Stock (on an as-converted basis).

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through Sections 5.8 and 5.9, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 56, except for Subsections 5.6 through 5.9Subsection 6.4, 6.5, 6.6 and 6.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a distribution of the proceeds of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationRestated Certificate, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationRestated Articles, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Section 5.5, shall terminate and be of no further force or effect upon the earliest of (ia) immediately before prior to the consummation of the IPOIPO or a SPAC Transaction, (iib) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act or Act, and (iiic) upon the closing of a Deemed Liquidation Event, as such term is defined Event where proceeds are distributed in accordance with Section 2.1 and 2.2 of Article (IV)(C) of the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 54, except for Subsections 5.6 through 5.9Subsection 4.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationMemorandum and Articles, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Sections 2.1 through Section 5, except for Subsections 5.6 through 5.9, 2.3 shall terminate as to each Holder and be of no further force or effect on the earliest of (i) immediately before prior to the consummation of the a Qualified IPO, or (ii) upon termination of the entire Agreement upon a change in control of the Company, as provided in Section 4.1, (iii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) Sections 13 or 15(d) of the Exchange Act or (iiiiv) upon a Deemed Liquidation Eventliquidation, as such term is defined in dissolution or winding up of the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants covenant set forth in this Section 5, except for Subsections 5.6 through 5.95.1, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO or a Liquidation Event or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs firstAct.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Section 5.7, shall terminate and be of no further farther force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon the closing of a Deemed Liquidation Event, Event or Sale Transaction (as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs firstRestated LLC Agreement.

Termination of Covenants. The covenants set forth in this Section Article 5, except for Subsections 5.6 through 5.9Section 5.1 and Section 5.4(b), shall terminate and be of no further force or effect upon the earlier to occur of: (ia) immediately before the consummation closing of a Change in Control of Company; and (b) the IPOdate that Investor no longer owns, (ii) when the Company first becomes subject to the periodic reporting requirements beneficially or of Section 12(g) or 15(d) of the Exchange Act or (iii) upon a Deemed Liquidation Eventrecord, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs firstany Registrable Securities.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Section 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.95.6, 5.7 and 5.8, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Section 5.7, shall terminate and be of no further force or effect (i) immediately before but subject to the consummation of the IPO, QPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Section 5.5 and Section 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationCertificate, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Section 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the a Qualified IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act or Act, (iii) upon a Deemed Stock Sale, or (iv) upon a Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections Sections 5.6 through 5.9and 5.8, shall terminate and be of no further force or effect (i) immediately before but subject to the consummation of the an IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation EventSale of the Company, as such term is defined in the Company’s Certificate of IncorporationStockholders Agreement, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections Sections 5.6 through 5.9and 5.7, shall terminate and be of no further force or effect (ia) immediately before the consummation of the IPO, in which all of the Preferred Stock is converted into Common Stock, (iib) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iiic) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationRestated Certificate, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections Subsection 5.6 through 5.9, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Sections 5.5, 5.6, and 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Sections 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationRestated Certificate, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections Section 5.6 through 5.9and 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through Subsection 5.7 and Subsection 5.9, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon immediately before a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Section 5.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through and 5.9, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationIncorporation (as may be amended from time to time), whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Subsection 5.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.5, 5.6 through 5.9and 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationRestated Certificate, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Section 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO (ii) when the Company first becomes subject to the periodic reporting requirements of Section section 12(g) or 15(d) of the Exchange Act or (iii) upon a Deemed Liquidation Event, Event as such term is defined in the Company’s Certificate of IncorporationRestated Certificate, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections Sections 5.6 through 5.9and 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Subsection 5.2, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(b), 12(g) or 15(d) of the Exchange Act following the date on which the Company deregisters or is otherwise no longer subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections Subsection 5.6 through and Subsection 5.9, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. (a) The covenants set forth in this Sections 2.1 through Section 5, except for Subsections 5.6 through 5.9, 2.5 shall terminate as to each Holder and be of no further force or effect (i) immediately before prior to the consummation of the a Qualified IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) Sections 13 or 15(d) of the Exchange Act or Act, (iii) upon the consummation of a Deemed Liquidation Event, Transaction (as such term is defined in the Company’s Certificate Restated Certificate) or (iv) upon termination of Incorporationthe Agreement, whichever event occurs firstas provided in Section 3.1.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.6, 5.8 and 5.9, shall automatically terminate and be upon the earlier of no further force or effect (ia) immediately before the consummation of a Qualified IPO; and (b) the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements consummation of Section 12(g) or 15(d) of the Exchange Act or (iii) upon a Deemed Liquidation Event, Event (as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first).

Termination of Covenants. The covenants set forth in this Sections 2.1 through Section 5, except for Subsections 5.6 through 5.9, 2.5 shall terminate and be of no further force or effect upon the earliest of (ia) immediately before the consummation of the a Qualified IPO, (iib) when immediately before a Liquidation Transaction, (c) the Company first anniversary of a Reverse Merger, or (d) the Corporation again becomes subject (after the filing of its 2017 Form 10-K) to the periodic reporting requirements of Section 12(g) Sections 13 or 15(d) of the Exchange Act or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs firstAct.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 5.6, through 5.9, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections Sections 5.6 through 5.9and 5.8, shall terminate and be of no further force or effect upon the earliest to occur of (i) immediately before but subject to the consummation of the IPOa QPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act with its Common Stock listed on the NYSE or NASDAQ, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9, 5.10 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.95.6, 5.7 and 5.8, shall terminate and be of no further force or effect (ia) immediately before the consummation of the IPO, (iib) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iiic) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Section 5.6, shall terminate and be of no further force or effect (i) immediately before but subject to the consummation of the IPOa Qualified Public Offering, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, Event (as such term is defined in the Company’s Certificate of IncorporationRestated Certificate) pursuant to which the Investors receive cash and/or marketable securities, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Section 5.4, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections Sections 5.5, 5.6 through 5.9and 5.8, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act or Act, (iii) upon a Deemed Liquidation Event, as such term is defined in or (iv) upon the Company’s Certificate consummation of Incorporationa Qualified SPAC Transaction, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Sections 5.7 and 5.8, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Section 5.1, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, in which the proceeds are distributed in accordance with Article Four, Part B, Section 2 of the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Subsection 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act or Act, (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, or (iv) immediately before the consummation of a Direct Listing, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Subsection 5.5 and Subsection 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationRestated Certificate, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9, 5 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (iiIPO,(ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.95.7 and 5.8, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of IncorporationRestated Certificate, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Subsection 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs firstAct.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Subsection 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, a Qualified IPO (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Sections 5.5, 5.6, 5.7 and 5.8 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9this Subsection 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Amended and Restated Certificate of Incorporation, as may be amended or restated from time to time, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 54, except for Subsections 5.6 through 5.94.5, 4.7 and 4.8 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.. Table of Contents

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.5, 5.6, 5.7, 5.8 and 5.9, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9, 5 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, ; (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.of

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9, 5 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPOearliest to occur of (A) the IPO or (B) a SPAC Transaction, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.or

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9, 5 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, or (ii) when the Company first becomes subject to the periodic reporting requirements of Section section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first; provided that the reimbursement obligations set forth in Sections 5.2 and 5.3 shall survive.

Termination of Covenants. The covenants of the Company set forth in this Section 5Sections 2, except for Subsections 5.6 through 5.93, 4, and 5 shall terminate be terminated and be of no further force or effect (i) immediately before prior to the consummation closing of the IPO, (ii) when first public offering of the Common Stock of the Company first becomes subject that is effected pursuant to a Registration Statement filed with, and declared effective by, the periodic reporting requirements of Section 12(g) or 15(d) of Commission under the Exchange Act or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs firstSecurities Act.

Termination of Covenants. The covenants set forth in this Section 55 (other than Sections 5.6, except for Subsections 5.6 through 5.9, 5.7 and 5.10) shall terminate and be of no further force or effect (i) immediately before the consummation of the IPOIPO that results in the conversion of all outstanding Preferred Stock to Common Stock, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act or Act, and (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Section 5.3, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation EventLiquidation, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Subsection 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPOa Qualified Public Offering, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act or the outstanding capital stock of the Company is exchanged for shares that are registered under the Exchange Act, or (iiiii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.5, 5.6 through 5.9and 5.7, shall terminate and be of no further force or effect effect: (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9and 5.7, shall terminate and be of no further force or effect (ia) immediately before the consummation of the IPO, (iib) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iiic) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Subsection 5.5 and Subsection 5.6, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 through 5.9Section 5.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act or Act, (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate Charter, or (iv) upon the closing of Incorporationa Stock Sale, whichever event occurs first.