Common use of Form F-3 Demand Clause in Contracts

Form F-3 Demand. If at any time when it is eligible to use a Form F-3 registration statement, the Company receives a request from (1) Holders of at least 25 percent (25%) of the Registrable Securities (ignoring, for such purpose, but only (A) prior to the exercise of the demand right under clause (2) below, or (B) after an exercise of the demand right under clause (2) below in which none of the Registrable Securities underlying Series F Preferred Shares and requested to be included therein were not excluded from registration (‘cutback’) in accordance with Section 2.3(b)(i) below), any Registrable Securities then outstanding that were issued or are issuable upon conversion or in respect of any Series F Preferred Shares) then outstanding or (2) Holders of Registrable Securities then outstanding and constituting the Special F Majority, that the Company file a Form F-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $2 million, then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, use commercially reasonable efforts to file a Form F-3 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1 and Section 2.3.

Form F-3 Demand. If at (a) At any time when it is after the lapse of nine (9) months following the closing of the IPO and provided that the Company shall be eligible to use a Form F-3 registration statementstatement as of the F-3 Filing Deadline, if the Company receives a request from (1) a Holder or Holders of at least 25 five percent (255%) of the Registrable Securities (ignoring, for such purpose, but only (A) prior to the exercise of the demand right under clause (2) below, or (B) after an exercise of the demand right under clause (2) below in which none of the Registrable Securities underlying Series F Preferred Shares and requested to be included therein were not excluded from registration (‘cutback’) in accordance with Section 2.3(b)(i) below), any Registrable Securities then outstanding that were issued or are issuable upon conversion or in respect of any Series F Preferred Shares) then outstanding or (2) Holders of Registrable Securities then outstanding and constituting the Special F Majority, that the Company file a Form F-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, price of at least $2 millionUS$1,000,000, then the Company shall (i) within ten five (105) days after the date such request is given, give a deliver notice of the Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-forty five (45) days after the date such request is given (the “F-3 Filing Deadline) by the Initiating Holders, use commercially reasonable efforts to file a such Form F-3 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty five (205) days Business Days of the date they received the Demand Notice is givenNotice, and in each case, subject to the limitations of Section 2.1 3(b) and Section 2.33(c). (b) The Company shall use its reasonable best efforts to cause such registration statement on Form F-3 to be declared effective under the Securities Act as promptly as practicable after the filing thereof, subject to the provisions of Section 3(c) below; provided, however, that the provisions of Section 2(c) shall also apply to this Section 3. (c) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to a request of a Holder under this Section 3 (i) more than two (2) times during any twelve (12)-month period (provided that a registration will not count until the registration statement relating to such registration has been declared effective by the Commission and the shares have been registered for trade), (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of a Company Underwritten Offering (as such period may be extended pursuant to FINRA Rule 2711(f) in connection with any such offering), provided, however, that the Holders are entitled to request that the Company register all of their Registrable Securities for resale pursuant to Section 5 hereof, subject to the limitations set forth in Section 5(c). The Company will only be permitted to use either the exception referenced in Section 3(c)(ii) or in Section 2(b)(i), but not both, one time in any 12 month period.

Form F-3 Demand. If at (a) At any time when it is after the Effective Time and provided that the Company shall be eligible to use a Form F-3 registration statementstatement as of the F-3 Filing Deadline, if the Company receives a request from (1) a Holder or Holders of at least 25 five percent (255%) of the Registrable Securities (ignoring, for such purpose, but only (A) prior to the exercise of the demand right under clause (2) below, or (B) after an exercise of the demand right under clause (2) below in which none of the Registrable Securities underlying Series F Preferred Shares and requested to be included therein were not excluded from registration (‘cutback’) in accordance with Section 2.3(b)(i) below), any Registrable Securities then outstanding that were issued or are issuable upon conversion or in respect of any Series F Preferred Shares) then outstanding or (2) Holders of Registrable Securities then outstanding and constituting the Special F Majority, that the Company file a Form F-3 registration statement with respect to all or any portion of the outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, price of at least $2 millionUS$5,000,000, then the Company shall (i) within ten five (105) days after the date such request is given, give a deliver notice of the Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five ninety (4590) days after the date such request is given (the “F-3 Filing Deadline") by the Initiating Holders, use commercially reasonable efforts to file a such Form F-3 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty five (205) days Business Days of the date they received the Demand Notice is givenNotice, and in each case, subject to the limitations of Section 2.1 3(b) and Section 2.33(c). (b) The Company shall use its reasonable best efforts to cause such registration statement on Form F-3 to be declared effective under the Securities Act as promptly as practicable after the filing thereof, subject to the provisions of Section 3(c) below; provided, however, that the provisions of Section 2(c) shall also apply to this Section 3. (c) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to a request of a Holder under this Section 3 (i) more than two (2) times during any twelve (12)-month period (provided that a registration will not count until the registration statement relating to such registration has been declared effective by the Commission and the shares have been registered for trade), (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of a Company Underwritten Offering (as such period may be extended pursuant to FINRA Rule 2711(f) in connection with any such offering), provided, however, that the Holders are entitled to request that the Company register all of their Registrable Securities for resale pursuant to Section 5 hereof, subject to the limitations set forth in Section 5(c). The Company will only be permitted to use either the exception referenced in Section 3(c)(ii) or in Section 2(b)(i), but not both, one time in any 12 month period.