Common use of Form S-1 Demand Clause in Contracts

Form S-1 Demand. If at any time after the earlier of (a) five (5) years after the date of this Agreement or (b) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from the Requisite Investors that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding (and the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000), 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) use commercially reasonable efforts to as soon as practicable, and in any event within ninety (90) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 and Section 3.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement April 3, 2015 or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPOan IPO completed under United States securities laws, the Company receives a request from Holders of twenty percent (20%) of the Requisite Investors Investor Registrable Securities or from Holders of twenty percent (20%) of the Rainy Day Registrable Securities that the Company file a Form S-1 or Form F-1 or similar long form registration statement with respect to any Registrable Securities then outstanding (and all or part of the Registrable Securities subject to held by such request have an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)Holders, then the Company shall (i) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (ii) use commercially reasonable efforts to as soon as practicable, and in any event within ninety (90) days after the date such request is given by the Initiating Holders, file a Form S-1 or Form F-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsection 2.1(d), Subsection 2.1(e) and Section 3.3Subsection 2.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any or all of the Registrable Securities then outstanding (and the Registrable Securities subject to of such request have Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least price expected to exceed $25,000,000)10,000,000, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPOIPO or a SPAC Transaction, the Company receives a request from Holders of sixty percent (60%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any at least forty percent (40%) of the Registrable Securities then outstanding (and the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)outstanding, then the Company shall shall: (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Sections 2.1(c) and Section 3.32.3; provided, however, that this right to request the filing of a Form S-1 registration statement shall in no event be made available to any Holder that is a Foreign Person.

Form S-1 Demand. If at any time after the earlier of (ai) five three (53) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding (and the Registrable Securities subject to such request have having an anticipated aggregate offering priceprice to the public, net of Selling Expenses, of at least not less than $25,000,000)10,000,000, then the Company shall (i) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (ii) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after Beginning upon the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty six (1806) days months after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five percent (25%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any at least twenty-five percent (25%) of the Registrable Securities then outstanding (and outstanding, having the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, amount of at least $25,000,000)10 million, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of not less than forty percent (40%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding (and outstanding, the Registrable Securities subject to such request have an anticipated aggregate offering priceprice of which, net of Selling Expenses, of at least would exceed $25,000,000)10 million, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five three (53) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the an IPO, the Company receives a request from Holders of a majority of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any outstanding Registrable Securities then outstanding (and the Registrable Securities subject to such request have having an anticipated aggregate offering priceprice to the public, net of Selling Expenses, of at least not less than $25,000,000)10 million, then the Company shall (i) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (ii) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after Beginning upon the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty six (1806) days months after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five percent (25%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any at least twenty-five percent (25%) of the Registrable Securities then outstanding (and outstanding, having the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, amount of at least $25,000,000)3 million, then the Company shall (i) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (ii) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five eighteen (518) years months after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of twenty percent (20%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any the Registrable Securities then outstanding (and if the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least is not less than $25,000,000)5 million, then the Company shall (i) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (ii) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Sections 2.1 (c) and (d) and Section 3.32.3.”

Form S-1 Demand. If at any time after the earlier of (ai) five three (53) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the Qualified IPO, the Company receives a request from Holders of at least a majority of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding (and the Registrable Securities subject to of such request have Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)10,000,000, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use its commercially reasonable efforts to as soon as practicable, and in any event file within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file Holders a Form S-1 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 thirty (2030) days after of the date the Demand Notice is given, and and, in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five three (53) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of twenty-five percent (25%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any the Registrable Securities then outstanding (and if the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least is not less than $25,000,000)5 million, then the Company shall (i) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (ii) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Sections 2.1 (c) and (d) and Section 3.32.3.

Form S-1 Demand. If at any time after Beginning upon the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty six (1806) days months after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least forty percent (40%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any at least forty percent (40%) of the Registrable Securities then outstanding (and outstanding, having the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, amount of at least $25,000,000)5.0 million, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (a) five (5) years after the date of this Agreement or (b) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least sixty percent (60%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any the Registrable Securities then outstanding (and the Registrable Securities subject to such request have with an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)15 million, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least fifty percent (50%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding (and the Registrable Securities subject to such request have having an anticipated aggregate offering price, net of Selling Expenses, price of at least $25,000,000)10 million, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five three (53) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any a majority of the Registrable Securities then outstanding (and if the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $25,000,000)10 million, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (a) five (5) years after the date of this Agreement or (b) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of thirty percent (30%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any at least forty percent (40%) of the Registrable Securities then outstanding (and or a lesser percent if the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $25,000,00010 million), then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of fiftieth (a50th) five (5) years after day following the date of this Agreement or (b) one hundred eighty (180) days after the effective date of the registration statement for the IPOhereof, the Company receives a request from the Requisite Investors a Holder or Holders of Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any outstanding Registrable Securities then outstanding (and the Registrable Securities subject to of such request have Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)5 million, then the Company shall (ix) within ten two (102) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety thirty (9030) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.

Form S-1 Demand. If If, at any time after the earlier of (a) five (5) years after the date of this Agreement or (b) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a written request from Holders holding at least a majority of the Requisite Investors Registrable Securities then outstanding and held by the Holders that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding (and the Registrable Securities subject to owned by such request have Holder or Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least Fifteen Million Dollars ($25,000,00015,000,000), then the Company shall (i) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; Holders and (ii) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested request 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c), 2.1(d) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (a) five (5) years after the date of this Agreement or (b) one hundred eighty (180) days after the effective date of the registration statement final prospectus for the IPO, the Company receives a request from Holders of at least forty percent (40%) of the Requisite Investors Registrable Securities then outstanding (or a lesser percentage if the reasonably anticipated aggregate offering amount to the public, net of Selling Expenses, would exceed $25 million) that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding (and the Registrable Securities subject to such request have having an anticipated aggregate offering priceamount to the public, net of Selling Expenses, of at least not less than $25,000,000)25 million, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Sections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five the seventh (57th) years after the date anniversary of this Agreement February 20, 2018, or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Stockholders of at least twenty percent (20%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding (and where the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least price to the public would exceed $25,000,000)25 million, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders Stockholders other than the Initiating HoldersStockholders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating HoldersStockholders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders Stockholders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other HoldersStockholders, as specified by notice given by each such Holder Stockholder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (a) five (5) years after the date of this Agreement or (b) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any outstanding Registrable Securities then outstanding (and the Registrable Securities subject to of such request have Holders having an anticipated aggregate offering price, net of Selling Expenses, price of at least $25,000,00010.0 million (prior to deduction of Selling Expenses), then the Company shall shall: (i) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (ii) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement October 31, 2022 or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of thirty percent (30%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding (and statement, if the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least would equal or exceed $25,000,000)5 million, then the Company shall (i) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (ii) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsection 2.1(c) and Section 3.3Subsection 2.3.

Form S-1 Demand. If at any time after the earlier of (ai) five four (54) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of forty percent (40%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding (and the Registrable Securities subject to such request have having an anticipated aggregate offering priceprice of not less than $10 million, net of Selling Expenses, of at least $25,000,000), then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of more than fifty percent (50%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding (and the Registrable Securities subject to such request have with an anticipated aggregate offering price, net of Selling Expenses, price of at least $25,000,000)5 million, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (a) five (5) years after the date of this Agreement or (b) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any at least forty percent (40%) of the Registrable Securities then outstanding (and or a lesser percent if the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least would equal or exceed $25,000,00010 million), then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement or (b) ii)] one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of fifty percent (50%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any outstanding Registrable Securities then outstanding (and the Registrable Securities subject to such request have with an anticipated aggregate offering price, net of Selling Expenses, of at least not less than $25,000,000)10 million, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five three (53) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from the Requisite Investors Holders that the Company file a Form S-1 registration statement with respect to any at least 25% of the Registrable Securities then outstanding (and or a lesser percent for which the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of would be at least $25,000,00015 million), then the Company shall shall: (i) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (ii) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding (and the Registrable Securities subject to of such request have Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)15 million (provided that in the case of the IPO such offering must also meet the requirements of a Qualified Public Offering, as such term is defined in the Restated Certificate) then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least forty percent (40%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any at least forty percent (40%) of the Registrable Securities then outstanding (and the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)outstanding, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five three (53) years after the date of this Agreement or (bii) one hundred eighty (1801) days year after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least fifty percent (50%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding (and the Registrable Securities subject to such request have with an anticipated aggregate offering price, net of Selling Expenses, in excess of at least $25,000,000)10,000,000, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety one hundred twenty (90120) days after the date such request is given by the Initiating Holders, file a such Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.2(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any the number of Registrable Securities then outstanding (and the Registrable Securities subject to such request have with an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)50 million, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five three (53) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of thirty-five percent (35%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding (and the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least not less than $25,000,0005 million), then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five three (53) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least fifty percent (50%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 S- 1 registration statement with respect to any at least fifty percent (50%) of the Registrable Securities then outstanding (and the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)outstanding, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty (180) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least 50% of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any at least 40% of the Registrable Securities then outstanding (and covering the registration of Registrable Securities subject to such request have with an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)15 million, then the Company shall (ix) within ten (10) 10 days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety (90) 60 days after the date such request is given by the Initiating Holders, file a Form S-1 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) 20 days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Sections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of twenty percent (20%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding (and all or part of the Registrable Securities subject to such request have having an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)5 million, then the Company shall (i) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (ii) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any at least twenty-five percent (25%) of the Registrable Securities then outstanding (and the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)outstanding, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicablecommercially reasonable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders in the Requisite Investors aggregate of a majority of Registrable Securities, (each, as applicable, the “Preferred Majority”) that the Company file a Form S-1 registration statement with respect to any at least forty percent (40%) of the Registrable Securities then outstanding (and the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)outstanding, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) three years after the date of this Agreement or (bii) one hundred eighty (180) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any all of the Registrable Securities then outstanding (and held by such Holders covering the registration of Registrable Securities subject to such request have with an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)5 million, then the Company shall (ix) within ten (10) 10 days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety (90) 60 days after the date such request is given by the Initiating Holders, file a Form S-1 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) 20 days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Sections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least eighty percent (80%) of the Registrable Securities then outstanding (the “Requisite Investors Holders”) that the Company file a Form S-1 registration statement with respect to any at least twenty (20%) of the Registrable Securities then outstanding (and the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)outstanding, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.l(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from the Requisite Investors Preferred Majority that the Company file a Form S-1 registration statement with respect to any at least fifty percent (50%) of the Registrable Securities then outstanding (and the Registrable Securities subject to such request have having an anticipated aggregate offering price, net of Selling Expenses, of at least not less than $25,000,000)10 million, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any the Registrable Securities then outstanding (and the Registrable Securities subject to such request have having an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)15 million, then the Company shall (ix) within ten twenty (1020) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five three (53) years after the date of this Agreement or (bii) one hundred eighty (1801) days year after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least fifty percent (50%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding (and the Registrable Securities subject to such request have with an anticipated aggregate offering price, net of Selling Expenses, in excess of at least $25,000,000)10,000,000, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety one hundred twenty (90120) days after the date such request is given by the Initiating Holders, file a such Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five four (54) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any at least fifty percent (50%) of the Registrable Securities then outstanding (and the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)outstanding, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If If, at any time after the earlier of (a) five (5) years after the date of this Agreement or (b) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any at least forty percent (40%) of the Registrable Securities then outstanding (and or such lesser percent if the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least Expenses would exceed $25,000,0005,000,000), then the Company shall shall: (i) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and and (ii) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date of the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five three (53) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any outstanding Registrable Securities then outstanding (and the Registrable Securities subject to of such request have Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)10 million, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (a) five (5) years after the date of this Agreement or (b) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least a majority of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding (and the Registrable Securities subject to of such request have Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,00025 million (or an offering price of at least $21.80 per share), then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety (90) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Sections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding (and the Registrable Securities subject to of such request have Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)10,000,000, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (a) five (5) years after the date of this Agreement or (b) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least twenty percent (20%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any at least twenty percent (20%) of the Registrable Securities then outstanding (and outstanding, the Registrable Securities subject to such request have an anticipated aggregate offering priceproceeds, net of Selling Expenses, of at least which would exceed $25,000,000)10 million, then the Company shall (i) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (ii) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsection 2.1(c) and Section 3.3Subsection 2.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) 5 years after the date of this Agreement or (bii) one hundred eighty (180) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any a majority of the Registrable Securities then outstanding (and or a lesser percent if the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $25,000,00015 million), then the Company shall (ix) within ten (10) 10 days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety (90) 60 days after the date such request is given by the Initiating Holders, file a Form S-1 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) 20 days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of thirty percent (30%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding (and the Registrable Securities subject to such request have having an anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $25,000,000)10 million, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Sections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five three (53) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least twenty percent (20%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any outstanding Registrable Securities then outstanding (and the Registrable Securities subject to of such request have Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)10 million, then the Company shall (i) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (ii) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (a) five (5) years after the date of this Agreement or (b) one hundred eighty (180) days after the effective date of the registration statement for the IPOAgreement, the Company receives a request from Holders of at least twenty-five percent (25%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any at least twenty-five percent (25%) of the Registrable Securities then outstanding (and or a lesser percent if the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $25,000,00010 million), then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsection 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any the Registrable Securities then outstanding (and that the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least price for such registration would exceed seven million dollars ($25,000,0007,000,000), then the Company shall (i1) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (ii) use commercially reasonable efforts to as soon as practicable, and in any event within ninety (90) days after the date such request is given by the Initiating Holders, file a Form S-1 (or, if eligible to use, and the Company so elects, a Form SB-2 registration statement) 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 2.1(c) and Section 3.3.2,3,

Form S-1 Demand. If at any time after the earlier of (ai) five three (53) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty-three percent (33%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any at least thirty-three percent (33%) of the Registrable Securities then outstanding (and the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)outstanding, then the Company shall (i) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (ii) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least sixty percent (60%) of the Requisite Investors Registrable Securities issued or issuable upon the conversion of Series A Preferred Stock and Series B Preferred Stock then outstanding that the Company file a Form S-1 registration statement with respect to any the Registrable Securities then outstanding (and the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)outstanding, then the Company shall (i) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (ii) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 2.1(c) and Section 3.32.3. The Company is obligated to effect only two (2) such registrations pursuant to this Section 2.1(a).

Form S-1 Demand. If at any time after the earlier of (ai) five three (53) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of thirty percent (30%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any the Registrable Securities then outstanding (and the Registrable Securities subject to such request have with an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)7,500,000, then the Company shall (i) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (ii) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (a) five (5) years after the date of this Agreement or (b) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of seventy-five percent (75%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any at least forty percent (40%) of the Registrable Securities then outstanding (and or a lesser percent if the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $25,000,00015 million), then the Company shall (i) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders Holders, other than the Initiating Holders, and the Key Holder; and (ii) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 HoldersHolders and the Key Holder, as specified by notice given by each such Holder or Key Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement April 30, 2013 or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of thirty percent (30%) of the Requisite Investors Registrable Securities that the Company file a Form S-1 registration statement with respect to any outstanding Registrable Securities then outstanding (and the Registrable Securities subject to of such request have Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000), then the Company shall (iA) within ten fifteen (1015) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiB) use commercially reasonable efforts to as soon as practicable, and in any event within ninety (90) days after the date such request is given by the Initiating Holders, file a Form S-1 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 thirty (2030) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (a) five four (54) years after the date of this Agreement or (b) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from the Requisite Investors any Key Holder or KKR that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding (and the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,00050,000,000), 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) use commercially reasonable efforts to as soon as practicable, and in any event within ninety (90) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 and Section 3.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) four years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least forty (40%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any at least forty percent (40%) of the Registrable Securities then outstanding (and the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)outstanding, then the Company shall shall: (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Sections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five four (54) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least forty percent (40%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any the Registrable Securities then outstanding (and the Registrable Securities subject to such request have having an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)10,000,000, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsection 2.1(c) and Section 3.3Subsection 2.3.

Form S-1 Demand. If at any time after Beginning upon the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty six (1806) days months after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least a majority of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any at least a majority of the Registrable Securities then outstanding (and outstanding, having the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, amount of at least $25,000,000)7.5 million, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any at least forty percent (40%) of the Registrable Securities then outstanding (and the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)outstanding, then the Company shall (i) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (ii) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, select an underwriter(s) for such offering and within ninety (90) days after such selection file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five four (54) years after the date of this Agreement Initial Closing (as defined in the Purchase Agreement) or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of forty percent (40%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding (and the Registrable Securities subject to such request have having an anticipated aggregate offering price, net of Selling Expenses, of at least price which would exceed $25,000,000)5 million, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1 (c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (a) five (5) years after the date of this Agreement or (b) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least a majority of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any outstanding Registrable Securities then outstanding (and the Registrable Securities subject to of such request have Holders having an anticipated aggregate offering price, net of Selling Expenses, price of at least $25,000,00010 million (prior to deduction of Selling Expenses), then the Company shall shall: (i) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (ii) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of twenty-five percent (25%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any the Registrable Securities then outstanding (and the Registrable Securities subject to such request have outstanding, having an anticipated aggregate offering price, net of Selling Expenses, of at least that would exceed $25,000,000)5 million, then the Company shall (i) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (ii) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsection 2.1(c) and Section 3.3Subsection 2.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement December 31, 2018 or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any the Registrable Securities then outstanding (and the Registrable Securities subject to such request have having an anticipated aggregate offering price, net of Selling Expenses, price of at least $25,000,000)5,000,000, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 S-l 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of of: (ai) five four (54) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of twenty five percent (25%) or more of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any the Registrable Securities then outstanding (and where the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least price would be not less than $25,000,000)15 million, then the Company shall shall: (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; Holders and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier to occur of (ai) five three (53) years after the date of this Agreement Agreement; or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from the Requisite Investors Holders of at least a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any outstanding Registrable Securities then outstanding (and the Registrable Securities subject to of such request have Holders having an anticipated aggregate offering price, net of Selling Expenses, price of at least $25,000,000)5 million, then the Company shall (iA) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiB) use commercially reasonable efforts to as soon as practicable, and in any event within ninety one hundred twenty (90120) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) four years after the date of this Agreement or (bii) one hundred eighty (180) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of 50% of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any at least 40% of the Registrable Securities then outstanding (and covering the registration of Registrable Securities subject to such request have with an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)10 million, then the Company shall (ix) within ten (10) 10 days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety (90) 60 days after the date such request is given by the Initiating Holders, file a Form S-1 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) 20 days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1 (c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from the Requisite Investors Holders that the Company file a Form S-1 registration statement with respect to any at least thirty percent (30%) of the Registrable Securities then outstanding (and or a lesser percent if the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $25,000,00010 million), then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five three (53) years after the date of this Agreement hereof or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPOearlier of (A) the IPO or (B) a SPAC Transaction, the Company receives a request from Holders of a majority of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding (and the Registrable Securities subject to such request have having an anticipated aggregate offering price, net of Selling Expenses, price of at least $25,000,000)50 million, then the Company shall (iA) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiB) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five three (53) years after the date of this Agreement or (bii) one hundred eighty (180) 180 days after the effective date of the registration statement for the IPOIPO or Direct Listing, as applicable, the Company receives a request from Holders of a majority of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding (and the Registrable Securities subject to such request have having an anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $25,000,00010,000,000), then the Company shall shall: (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety (90) days after the date such request is given by the Initiating Holders, file a Form S-1 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 thirty (2030) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Sections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five three (53) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from the Requisite Investors Preferred Holders that the Company file a Form S-1 registration statement with respect to any at least ten percent (10%) of the Registrable Securities then outstanding (and or a lesser percent if the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $25,000,0005 million), then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety (90) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (a) five (5) years after the date of this Agreement or (b) commencing one hundred eighty (180) days after the effective date of the registration statement for the IPO, IPO the Company receives a request from Holders of at least fifty percent (50%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any at least twenty-five percent (25%) of the Registrable Securities then outstanding (and or a lesser percent if the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $25,000,00020 million), then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c), 2.1(d) and Section 3.32.3.

Form S-1 Demand. If at any time after six (6) months after the earlier of (ax) five (5) years after the date of this Agreement or (b) one hundred eighty (180) days after the effective date of the registration statement for the IPOan IPO or (y) consummation of a Direct Listing, the Company receives a request from Holders of at least thirty percent (30%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any outstanding Registrable Securities then outstanding (and the Registrable Securities subject to of such request have Holders having an anticipated aggregate offering price, net of Selling Expenses, price of at least $25,000,000)200 million, then the Company shall shall: (i) within ten (10) days after the date such request is given, give a written notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (ii) use commercially reasonable efforts to as soon as reasonably practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 2.1(c)(i) and Section 3.32.3; provided, however, that this right to request the filing of a Form S-1 registration statement shall in no event be made available to any Holder that is a Foreign Person.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of thirty-five percent (35%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any outstanding Registrable Securities then outstanding (and the Registrable Securities subject to of such request have Holders having an anticipated aggregate offering price, net of Selling Expenses, price of at least $25,000,000)10 million, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Sections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least forty percent (40%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding (and the Registrable Securities subject to such request have with an anticipated aggregate offering price, net of Selling Expenses, of at least that would exceed $25,000,000)5,000,000, then the Company shall (i) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (ii) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPOa Qualified Public Offering, the Company receives a request from Holders of forty percent (40%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding (and the Registrable Securities subject to such request have having an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)15 million, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsection 2.1‎0, Subsection 2.1‎0 and Section 3.3Subsection ‎0.

Form S-1 Demand. If at any time after the earlier of (ai) five three (53) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of thirty percent (30%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any outstanding Registrable Securities then outstanding (and the Registrable Securities subject to such request have with an anticipated aggregate offering price, net of Selling Expenses, of at least that is not less than $25,000,000)10,000,000, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five three (53) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the Qualified IPO, the Company receives a request from Holders of a majority of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding (and the Registrable Securities subject to of such request have Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)10,000,000, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use its commercially reasonable efforts to as soon as practicable, and in any event file within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file Holders a Form S-1 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 thirty (2030) days after of the date the Demand Notice is given, and and, in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after Beginning upon the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty six (1806) days months after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five percent (25%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any at least twenty-five percent (25%) of the Registrable Securities then outstanding (and outstanding, having the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, price of at least $25,000,000)3 million, then the Company shall (i) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (ii) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty (180) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of majority of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any at least 40% of the Registrable Securities then outstanding (and covering the registration of Registrable Securities subject to such request have with an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)10 million, then the Company shall (ix) within ten (10) 10 days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety (90) 60 days after the date such request is given by the Initiating Holders, file a Form S-1 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) 20 days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Sections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Requisite Investors Common Stock issued or issuable upon conversion of the Preferred Stock then outstanding that the Company file a Form S-1 registration statement with respect to any at least forty percent (40%) of the Registrable Securities then outstanding (and the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)outstanding, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Sections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred and eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Major Investors representing at least sixty percent (60%) of the Requisite Registrable Securities then-held by all Major Investors that the Company file a Form S-1 registration statement with respect to any at least forty percent (40%) of the Registrable Securities then outstanding (and the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000), then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier to occur of (ai) five (5) years after the date of this Agreement Agreement; or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from the Requisite Investors Holders of at least a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any the outstanding Registrable Securities then outstanding (and the Registrable Securities subject to of such request have Holders having an anticipated aggregate offering price, net of Selling Expenses, price of at least $25,000,000)5 million, then the Company shall (iA) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiB) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) two years after the date of this Agreement or (bii) one hundred eighty (180) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any at least 40% of the Registrable Securities then outstanding (and or a lesser percent if the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $25,000,00015,000,000), then the Company shall (ix) within ten (10) 10 days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety (90) 60 days after the date such request is given by the Initiating Holders, file a Form S-1 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) 20 days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Sections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (a) five (5) years after the third year anniversary of the date of this Agreement or and (b) one hundred eighty (180) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding (and the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,00010,000,000), then the Company shall (i) within ten (10) 10 days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) use commercially reasonable its best efforts to as soon as practicable, and in any event within ninety (90) 90 days after the date such request is given by the Initiating Holders, file a Form S-1 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) 20 days after the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 and Section 3.3.

Form S-1 Demand. If at any time after the earlier of (a) five (5) years after the date of this Agreement or (b) that is one hundred eighty (180) days after the effective date the Company's consummates any offering involving an underwriting of shares of the registration statement for the IPOCompany's capital stock pursuant to Section 2.2, the Company receives a request from any Holders of at least fifty percent (50%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any at least fifty percent (50%) of the Registrable Securities then outstanding (and the Registrable Securities subject to held by such request have an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)Holders, then the Company shall (i) within ten (10) days after the date such request is given, give a notice thereof (the "Demand Notice Notice") to all Holders other than the Initiating Holders; and (ii) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from the Requisite Investors Required Holders that the Company file a Form S-1 registration statement with respect to any outstanding Registrable Securities then outstanding (and the Registrable Securities subject to of such request have Holders having an anticipated aggregate offering price, net of Selling Expenses, price of at least $25,000,00010,000,000 (prior to deduction of Selling Expenses), then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty (180) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least 50% of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any at least 40% of the Registrable Securities then outstanding (and covering the registration of Registrable Securities subject to such request have with an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)10 million, then the Company shall (ix) within ten (10) 10 days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety (90) 60 days after the date such request is given by the Initiating Holders, file a Form S-1 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) 20 days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Sections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) 4 years after the date of this Agreement or (bii) one hundred eighty (180) 180 days after the effective date of the registration statement for the IPO, the Company receives a written request from Holders of a majority of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any at least 40% of the Registrable Securities then outstanding (and or a lesser percentage if the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $25,000,00010 million), then the Company shall (ix) within ten (10) 10 days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety (90) 60 days after the date such request is given by the Initiating Holders, file a Form S-1 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) 20 days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five three (53) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least a majority of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any outstanding Registrable Securities then outstanding (and the Registrable Securities subject to of such request have Holders having an anticipated aggregate offering price, net of Selling Expenses, in excess of at least $25,000,000)10 million, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsection 2.1(c) and Section 3.3Subsection 2.3.

Form S-1 Demand. If at any time after the earlier of (ai) five three (53) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding (and the Registrable Securities subject to such request have with an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)10 million, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety (90) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five three (53) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company Corporation receives a request from Holders of fifty percent (50%) of the Requisite Investors Registrable Securities then outstanding that the Company Corporation file a Form S-1 registration statement with respect to any the Registrable Securities then outstanding (and if the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least would equal $25,000,000)12 million or more, then the Company Corporation shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the "Demand Notice Notice") to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 Corporation within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If If, at any time after the earlier of (a) five (5) years after following the date of this Agreement or (b) one hundred eighty (180) days and after the effective date Company re-registers its shares of Common Stock pursuant to Section 12(b) or 12(g) under the registration statement for the IPOExchange Act, the Company receives a request from the Requisite Investors either L▇▇▇▇ ▇. ▇▇▇▇▇▇, III (“M▇▇▇▇▇”) or R▇▇▇▇ Investment Partners Master Fund, L.P. (“R▇▇▇▇”) that the Company file a Registration Statement on Form S-1 registration statement with respect to any Registrable Securities then outstanding (and the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000)S-1, then the Company shall (i) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (ii) use commercially reasonable efforts to as soon as practicable, and in any event within ninety (90) 60 days after the date such request is given by the Initiating Holders, file a Registration Statement on Form S-1 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) 20 days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 3.1(c) and Section 3.3.

Form S-1 Demand. If at any time after the earlier of (a) five (5) years after the date of this Agreement or (b) one hundred eighty (180) days after the effective date of the registration statement for the IPOTrigger Date, the Company receives a request from the Requisite Investors Initiating Holders that the Company file a Form S-1 registration statement with respect to any an amount of Registrable Securities then held by such Initiating Holders that either (i) equals at least twenty percent (20%) of the then-outstanding equity securities of the Company or (and ii) the Registrable Securities subject to such request have an anticipated Initiating Holders reasonably believe will result in aggregate offering price, net of Selling Expenses, gross proceeds of at least $25,000,000)US$50 million, then the Company shall (i) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (ii) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 ten (2010) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any portion of the Registrable Securities then outstanding (and so long as the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least price would exceed Ten Million Dollars ($25,000,00010,000,000), then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.

Form S-1 Demand. If at any time after the earlier of (ai) five (5) years after the date of this Agreement or (bii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least twenty percent (20%) of the Requisite Investors Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any such percent of the Registrable Securities then outstanding (and for which the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $25,000,000)10 million, then the Company shall (ix) within ten (10) days after the date such request is given, give a notice thereof (the “Demand Notice Notice”) to all Holders other than the Initiating Holders; and (iiy) use commercially reasonable efforts to as soon as practicable, and in any event within ninety sixty (9060) days after the date such request is given by the Initiating Holders, file a Form S-1 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 after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3.1.3 Subsections 2.1(c) and Section 3.32.3.