Common use of Form S-1 Demand Clause in Contracts

Form S-1 Demand. Beginning upon the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, having the anticipated aggregate offering amount of at least $60.0 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) Holders of a majority of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) any or all of the Registrable Securities then outstanding, outstanding of such Holders having the an anticipated aggregate offering amount of at least price expected to exceed $60.0 million10,000,000, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPOIPO or a SPAC Transaction, if the Company receives a request from Major Investors holding at least twenty-five Holders of sixty percent (2560%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five forty percent (2540%) of the Registrable Securities then outstanding, having the anticipated aggregate offering amount of at least $60.0 million, then the Company shall shall: (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3; 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. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five Holders of not less than forty percent (2540%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, having the anticipated aggregate offering amount price of at least which, net of Selling Expenses, would exceed $60.0 10 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five three (53) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the Qualified IPO, if the Company receives a request from Major Investors holding Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, of such Holders having the an anticipated aggregate offering amount price, net of Selling Expenses, of at least $60.0 million10,000,000, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event use its commercially reasonable efforts to file within sixty (60) 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 Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five three (53) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least Holders of twenty-five percent (25%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, having outstanding if the anticipated aggregate offering amount price, net of at least Selling Expenses, is not less than $60.0 5 million, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(cSections 2.1 (c) and (d) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) Holders of a majority of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five forty percent (2540%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering amount price, net of at least Selling Expenses, would exceed $60.0 10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (ia) five (5) years after the date of this Agreement or (iib) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) Holders of a majority of the Registrable Securities then outstanding and held by Major Investors outstanding, that the Company file a Form S-1 registration statement with respect to at least twenty- five percent any Registrable Securities then outstanding (25%) of and the Registrable Securities then outstanding, having the subject to such request have an anticipated aggregate offering amount price, net of Selling Expenses, of at least $60.0 million10,000,000), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “a Demand Notice”) Notice to all Holders other than the Initiating Holders; and (yii) use commercially reasonable efforts to as soon as practicable, and in any event within sixty ninety (6090) 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 2.1(c) 3.1.3, Section 3.1.4 and Section 2.33.3.

Form S-1 Demand. Beginning upon the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- twenty-five percent (25%) of the Registrable Securities then outstanding, having the anticipated aggregate offering amount of at least $60.0 10 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding Holders of at least twenty-five fifty percent (2550%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, having the an anticipated aggregate offering amount price of at least $60.0 10 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon the earlier of If at any time after one hundred eighty (i180) five (5) years after the date of this Agreement or (ii) six (6) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five Holders of thirty percent (2530%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five forty percent (2540%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering amount price, net of at least Selling Expenses, would exceed $60.0 10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon the earlier of (i) five (5) years If at any time after the fiftieth (50th) day following the date of this Agreement or (ii) six (6) months after the effective date of the registration statement for the IPOhereof, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) a Holder or Holders of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the any outstanding Registrable Securities then outstanding, of such Holders having the an anticipated aggregate offering amount price, net of Selling Expenses, of at least $60.0 5 million, then the Company shall (x) within ten two (102) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty thirty (6030) 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 Subsections 2.1(c) and Section 2.32.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement April 3, 2015 or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPOan IPO completed under United States securities laws, if the Company receives a request from Major Investors holding at least twenty-five Holders of twenty percent (2520%) of the Investor Registrable Securities then outstanding and held by Major Investors 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 at least twenty- five percent (25%) all or part of the Registrable Securities then outstanding, having the anticipated aggregate offering amount of at least $60.0 millionheld by such Holders, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty ninety (6090) 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 2.1(cSubsection 2.1(d), Subsection 2.1(e) and Section Subsection 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five three (53) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twentyHolders of seventy-five percent (2575%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, having if the anticipated aggregate offering amount of price would be at least twenty-five million dollars ($60.0 million25,000,000) and the per share price of the Registrable Securities is at least twelve dollars and forty-six cents ($12.46) per share (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon the earlier of If (i) at any time after five (5) years after July 20, 2018, the date Company receives a request from Holders of this Agreement or a majority of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $20,000,000 or, if earlier, (ii) six at any time after one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding Holders of at least twenty-five thirty percent (2530%) of the Registrable Securities then outstanding and held by Major Investors outstanding, that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, outstanding having the an anticipated aggregate offering amount price of at least $60.0 million10,000,000, then then, in each case, the Company shall (xa) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yb) as soon as practicable, and in any event within sixty (60) days after the date such request is given made 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 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (ia) five (5) years after the date of this Agreement or (iib) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding Holders of at least twenty-five percent (25%) 50% of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent any Registrable Securities then outstanding (25%) of and the Registrable Securities then outstanding, having the subject to such request have an anticipated aggregate offering amount price, net of Selling Expenses, of at least $60.0 million10,000,000), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “a Demand Notice”) Notice to all Holders other than the Initiating Holders; , and (yii) use commercially reasonable efforts to as soon as practicable, and in any event within sixty ninety (6090) 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 2.1(c) 3.1.3 and Section 2.33.3.

Form S-1 Demand. Beginning upon the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- twenty-five percent (25%) of the Registrable Securities then outstanding, having the anticipated aggregate offering amount of at least $60.0 3 million, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (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) days after the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five three (53) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) Holders of a majority of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, outstanding having the an anticipated aggregate offering amount price to the public, net of at least Selling Expenses, of not less than $60.0 million10,000,000, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (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) days after the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five three (53) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) 30% of the Registrable Securities then outstanding and held by Major the Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the outstanding Registrable Securities then outstandingof such Holders having an anticipated offering price, having the anticipated aggregate offering amount net of Selling Expenses, of at least $60.0 30 million, then the Company shall (x) within ten (10) days after the date receipt by the Company of such request is givennotice, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five eighteen (518) years months after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five Holders of twenty percent (2520%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, having outstanding if the anticipated aggregate offering amount price, net of at least Selling Expenses, is not less than $60.0 5 million, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(cSections 2.1 (c) and (d) and Section 2.3.”

Form S-1 Demand. Beginning upon the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding Holders of at least twenty-five forty percent (2540%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five forty percent (2540%) of the Registrable Securities then outstanding, having the anticipated aggregate offering amount of at least $60.0 5.0 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding Holders of at least twenty-five thirty percent (2530%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the outstanding Registrable Securities then outstanding, of such Holders having the an anticipated aggregate offering amount price, net of Selling Expenses, of at least $60.0 10.0 million, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsection 2.1(c) and Section Subsection 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five three (53) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the an IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) Holders of a majority of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the outstanding Registrable Securities then outstanding, having the an anticipated aggregate offering amount price to the public, net of at least Selling Expenses, of not less than $60.0 10 million, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (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) days after the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or and (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding Holders of at least twenty-five percent (25%) 40% of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- thirty-five percent (2535%) of the Registrable Securities then outstanding, having the anticipated aggregate offering amount of at least $60.0 million, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty ninety (6090) 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 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (ia) five (5) years after the date of this Agreement or (iib) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) of the Registrable Securities then outstanding and held by Major Requisite Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent any Registrable Securities then outstanding (25%) of and the Registrable Securities then outstanding, having the subject to such request have an anticipated aggregate offering amount price, net of Selling Expenses, of at least $60.0 million25,000,000), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “a Demand Notice”) Notice to all Holders other than the Initiating Holders; and (yii) use commercially reasonable efforts to as soon as practicable, and in any event within sixty ninety (6090) 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 2.1(c) 3.1.3 and Section 2.33.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five three (53) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) Holders of a majority of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) a majority of the Registrable Securities then outstanding, having outstanding and if the anticipated aggregate offering amount price, net of at least Selling Expenses, would exceed $60.0 10 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months 180 days after the effective date of the registration statement for the IPOCompany’s initial public offering, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) of the Registrable Securities then outstanding and held by Major Investors Requisite Holders that the Company file a registration statement on Form S-1 registration statement (“Form S-1”) with respect to at least twenty- five percent (25%) 40% of the then-outstanding Registrable Securities then outstanding, having (or a lesser percent if the anticipated aggregate offering amount price, net of at least Selling Expenses, would exceed $60.0 15 million), then the Company shall (x) within ten (10) 10 days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders holders of Registrable Securities (“Holders”) other than the Initiating Holders; Holders and (y) as soon as practicable, and in any event within sixty (60) 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 Holders 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 2.1(c4.1(c) and Section 2.34.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months 180 days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) Holders of 50% of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) 40% of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering amount price, net of at least Selling Expenses, would exceed $60.0 25 million), then the Company shall (x) within ten (10) 10 days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) 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 Sections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) Holders of a majority of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) the number of the Registrable Securities then outstanding, having the outstanding with an anticipated aggregate offering amount price, net of Selling Expenses, of at least $60.0 50 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five four (54) years after the date of this Agreement Initial Closing (as defined in the Purchase Agreement) or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five Holders of forty percent (2540%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, having the an anticipated aggregate offering amount of at least price which would exceed $60.0 5 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(cSubsections 2.1 (c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding Holders of at least twenty-five eighty percent (2580%) of the Registrable Securities then outstanding and held by Major Investors (the “Requisite Holders”) that the Company file a Form S-1 registration statement with respect to at least twenty- five percent twenty (2520%) of the Registrable Securities then outstanding, having the anticipated aggregate offering amount of at least $60.0 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(cSubsections 2.l(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) of the Registrable Securities then outstanding and held by Major Investors Preferred Majority that the Company file a Form S-1 registration statement with respect to at least twenty- five fifty percent (2550%) of the Registrable Securities then outstanding, outstanding having the an anticipated aggregate offering amount price, net of at least Selling Expenses, of not less than $60.0 10 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five three (53) years after the date of this Agreement or and (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) Holders of a majority of the Registrable Securities shares of Series B Preferred Stock then outstanding and held by Major Investors (the "Requisite Holders") that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, having the with an anticipated aggregate offering amount price, net of Selling Expenses, of at least $60.0 10 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “"Demand Notice”") to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) three years after the date of this Agreement or (ii) six (6) months 180 days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) Holders of a majority of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) all of the Registrable Securities then outstanding, having outstanding held by such Holders covering the registration of Registrable Securities with an anticipated aggregate offering amount price, net of Selling Expenses, of at least $60.0 5 million, then the Company shall (x) within ten (10) 10 days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) 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 Sections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (ia) five (5) years after the date of this Agreement or (iib) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) Holders of a majority of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent any Registrable Securities then outstanding (25%) of and the Registrable Securities then outstanding, having the subject to such request have an anticipated aggregate offering amount price, net of Selling Expenses, of at least $60.0 million25,000,000), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “a Demand Notice”) Notice to all Holders other than the Initiating Holders; and (yii) use commercially reasonable efforts to as soon as practicable, and in any event within sixty ninety (6090) 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 2.1(c) 3.1.3 and Section 2.33.3.

Form S-1 Demand. Beginning upon the earlier of If at any time after one hundred eighty (i180) five (5) years after the date of this Agreement or (ii) six (6) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding Holders of at least twenty-five fifteen percent (2515%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the any Registrable Securities then outstanding, outstanding having the an anticipated aggregate offering amount price, net of Selling Expenses, of at least $60.0 million75,000,000, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon the earlier of (i) five (5) years If at any time after the date of this Agreement or that is one hundred and eighty (ii180) six (6) months days after the effective date of the registration statement for the IPOmentioned in Section 2.1(a) and (b), if the Company receives a request from Major Investors holding at least twenty-five percent (25%) of the Registrable Securities then outstanding and held by Major Investors Holders that the Company file a Form S-1 registration statement with respect to at least twenty- five percent Registrable Securities (25%1) having an anticipated aggregate offering price, net of Selling Expenses, in excess of $15,000,000 or (2) constituting the total aggregate Registrable Securities then outstanding, having the anticipated aggregate offering amount of at least $60.0 millionheld by all Holders, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders, if applicable, and any Other Holders; and (y) as soon as practicable, and in any event within sixty (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 or equivalent securities requested to be included in such registration by any other Holders or Other Holders, as specified by notice given by each such Holder or Other Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the applicable limitations of Section 2.1(cSections 2.1(f) and 2.3; provided that the Company may use a Form S-3 registration statement instead of a Form S-1 registration statement pursuant to this Section 2.32.1(d) if the Company would qualify to use a Form S-3 registration statement within sixty (60) days after the date on which the request from Holders is received in accordance with this Section 2.1(d).

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the registration statement for the a Qualified IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) Holders of a majority of the voting power of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, having the an anticipated aggregate offering amount price, net of Selling Expenses, in excess of $10,000,000 and an offering price of at least $60.0 million10 per share, then the Company shall (x) within ten twenty (1020) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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 thirty (2030) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding Holders of at least twenty-five sixty percent (2560%) of the Registrable Securities issued or issuable upon the conversion of Series A Preferred Stock and Series B Preferred Stock then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, having the anticipated aggregate offering amount of at least $60.0 million, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3. The Company is obligated to effect only two (2) such registrations pursuant to this Section 2.1(a).

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five three (53) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five Holders of thirty percent (2530%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, having the outstanding with an anticipated aggregate offering amount price, net of Selling Expenses, of at least $60.0 million7,500,000, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five three (53) years after the date of this Agreement or (ii) six one (61) months year after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding Holders of at least twenty-five fifty percent (2550%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, having the outstanding with an anticipated aggregate offering amount price, net of at least Selling Expenses, in excess of $60.0 million10,000,000, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty one hundred twenty (60120) 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 Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five three (53) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) Holders of a majority of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the outstanding Registrable Securities then outstanding, of such Holders having the an anticipated aggregate offering amount price, net of Selling Expenses, of at least $60.0 10 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon the earlier of (i) five (5) years If, at any time after the date of this Agreement or (ii) six (6) months after Filing Deadline and prior to the effective date expiration of the Effectiveness Period, (x) a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, (y) the Company is not eligible to use a Form S-3 registration statement for the IPOstatement, if and (z) the Company receives a request from Major Investors holding at least twenty-five percent (25%) of the Registrable Securities then outstanding and held by Major Investors Initiating Holder that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, having the anticipated aggregate offering amount of at least $60.0 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty forty-five (6045) 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 2.1(cSubsections 3.2(c) and Section 2.33.4(a).

Form S-1 Demand. Beginning upon If at any time after the earlier of (ia) five four (54) years after the date of this Agreement or (iib) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) of the Registrable Securities then outstanding and held by Major Investors any Key Holder or KKR that the Company file a Form S-1 registration statement with respect to at least twenty- five percent any Registrable Securities then outstanding (25%) of and the Registrable Securities then outstanding, having the subject to such request have an anticipated aggregate offering amount price, net of Selling Expenses, of at least $60.0 million50,000,000), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “a Demand Notice”) Notice to all Holders other than the Initiating Holders; and (yii) use commercially reasonable efforts to as soon as practicable, and in any event within sixty ninety (6090) 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 2.1(c) 3.1.3 and Section 2.33.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) Holders of a majority of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, having the an anticipated aggregate offering amount price, net of Selling Expenses, of at least $60.0 15 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent Holders in the aggregate of a majority of Registrable Securities, (25%each, as applicable, the “Preferred Majority”) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five forty percent (2540%) of the Registrable Securities then outstanding, having the anticipated aggregate offering amount of at least $60.0 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) Holders of a majority of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, having the outstanding with an anticipated aggregate offering amount price of at least $60.0 20 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon the earlier of (i) five (5) years If at any time after the date of this Agreement or (ii) six (6) months after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twentyHolders of seventy-five percent (2575%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five forty percent (2540%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering amount price, net of at least Selling Expenses, would exceed $60.0 15 million), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders Holders, other than the Initiating Holders, and the Key Holder; and (yii) as soon as practicable, and in any event within sixty (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 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 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) Holders of a majority of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, of such Holders having the an anticipated aggregate offering amount price, net of Selling Expenses, of at least $60.0 million15 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 (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding Holders of at least twentyfifty-five one percent (2551%) of the Registrable Securities then outstanding and held by Major Investors (a “Preferred Interest”) that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) all or part of the Registrable Securities then outstanding, of such Holders having the an anticipated aggregate offering amount price, net of Selling Expenses, of at least thirty million dollars ($60.0 million30,000,000), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six the date which is one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, outstanding having the an anticipated aggregate offering amount price, net of Selling Expenses, of at least $60.0 20 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; , and (y) as soon as practicable, and in any event within sixty one hundred twenty (60120) 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 Sections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five one hundred eighty (5180) years after the date of this Agreement or (ii) six (6) months days after the effective date of the registration statement for the IPOIPO or (ii) the date the Company becomes subject to the periodic reporting requirements of Section 13 or Section 15(d) of the Exchange Act, if the Company receives a request from Major Investors holding Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) covering the registration of the Registrable Securities then outstanding, having the with an anticipated aggregate offering amount price of at least $60.0 5.0 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty ninety (6090) 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 2.1(cSubsections 2.1(d) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five three (53) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding Holders of at least twenty-five twenty percent (2520%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the outstanding Registrable Securities then outstanding, of such Holders having the an anticipated aggregate offering amount price, net of Selling Expenses, of at least $60.0 10 million, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five four (54) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five Holders of forty percent (2540%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, having the an anticipated aggregate offering amount price of at least not less than $60.0 10 million, net of Selling Expenses, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon the earlier of (i) five (5) years If at any time after the date of this Agreement or which is one hundred eighty (ii180) six (6) months after days following the effective date that any equity securities of the registration statement Company or any of its Affiliates are accepted for listing on any national securities exchange (which, for the IPOavoidance of doubt, if does not include OTC) (the “Uplift Event”), the Company receives a written request from Major Investors holding at least twenty-five percent (25%) Holders of a majority of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five twenty percent (2520%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering amount price, net of at least Selling Expenses, would exceed $60.0 10 million), then the Company shall (x) within ten (10) days after the date such request is givenreceived, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and 2.3. The rights to demand registration provided to the Holders pursuant to this Section 2.32.1(a) may not be exercised more than four (4) times during the term of this Agreement.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five Holders of more than fifty percent (2550%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, having the outstanding with an anticipated aggregate offering amount price of at least $60.0 5 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding Holders of at least twenty-five thirty percent (2530%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, having outstanding and that the anticipated aggregate offering amount of at least price for such registration would exceed seven million dollars ($60.0 million7,000,000), then the Company shall (x1) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty ninety (6090) 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 2.1(c) and Section 2.3.2,3,

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five four (54) years after the date of this Agreement or and (ii) six (6) months after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five Holders of thirty percent (2530%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) all or any portion of the Registrable Securities then outstanding, of such Holders having the an anticipated aggregate offering amount price, net of Selling Expenses, of at least $60.0 7.5 million, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii)] one hundred eighty (180) six (6) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five Holders of fifty percent (2550%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the outstanding Registrable Securities then outstanding, having the with an anticipated aggregate offering amount price, net of at least Selling Expenses, of not less than $60.0 10 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five three (53) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding Holders of at least twentythirty-five three percent (2533%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five thirty-three percent (2533%) of the Registrable Securities then outstanding, having the anticipated aggregate offering amount of at least $60.0 million, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five three (53) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twentyHolders of thirty-five percent (2535%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, having the an anticipated aggregate offering amount price, net of at least Selling Expenses, of not less than $60.0 5 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding Holders of at least twenty-five forty percent (2540%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five forty percent (2540%) of the Registrable Securities then outstanding, having the anticipated aggregate offering amount of at least $60.0 million, outstanding then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five three (53) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a written request from Major Investors holding the Holders of at least twenty-five fifty percent (2550%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, having the an anticipated aggregate offering amount price, net of Selling Expenses, of at least $60.0 30 million, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (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 written 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 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five three (53) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding Holders of at least twenty-five fifty percent (2550%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 S- 1 registration statement with respect to at least twenty- five fifty percent (2550%) of the Registrable Securities then outstanding, having the anticipated aggregate offering amount of at least $60.0 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier six-month anniversary of (i) five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the registration statement for the IPOAgreement, if the Company receives written notice (each, a request “Holder Demand Registration Notice”) from Major Investors holding Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding and held by Major Investors outstanding, requesting that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) the resale of the outstanding Registrable Securities then outstanding, of such Holders having the an anticipated aggregate offering amount of at least price to the public that would reasonably be expect to exceed $60.0 10 million, then the Company shall shall: (xi) within ten five (105) days after the date such request is givenreceived by the Company, give send notice thereof (the each, a “Company Demand Registration Notice”) to all Holders other than the Initiating Holders; and (yii) use commercially reasonable efforts to, as soon as practicable, and in any event within sixty (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 written notice (each, a “Piggy-Back Registration Notice”) given by each such Holder to the Company within twenty five (205) days after of the date the Company Demand Registration Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3set forth herein.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) three years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) Holders of a majority of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five forty percent (2540%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering amount price, net of at least Selling Expenses, would exceed $60.0 10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of contained in this Section 2.1(c) and Section 2.32.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five the seventh (57th) years after the date anniversary of this Agreement February 20, 2018, or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding Stockholders of at least twenty-five twenty percent (2520%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, having outstanding where the anticipated aggregate offering amount of at least price to the public would exceed $60.0 25 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders Stockholders other than the Initiating HoldersStockholders; and (y) as soon as practicable, and in any event within sixty (60) 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 Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five three (53) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) of the Registrable Securities then outstanding and held by Major Investors Requisite Holders that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) % of the Registrable Securities then outstanding, having outstanding (or a lesser percent for which the anticipated aggregate offering amount price, net of Selling Expenses, would be at least $60.0 15 million), then the Company shall shall: (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five Holders of thirty percent (2530%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, outstanding having the an anticipated aggregate offering amount price, net of at least Selling Expenses, would exceed $60.0 10 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twentyHolders of thirty-five percent (2535%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the outstanding Registrable Securities then outstanding, of such Holders having the an anticipated aggregate offering amount price, net of at least Selling Expenses, exceeding $60.0 5 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five four (54) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding Holders of at least twenty-five forty percent (2540%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, outstanding having the an anticipated aggregate offering amount price, net of Selling Expenses, of at least $60.0 million10,000,000, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsection 2.1(c) and Section Subsection 2.3.

Form S-1 Demand. Beginning upon the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the registration statement for the IPOSubject to Section 2.1(c), if the Company receives a request (i) from Major Investors holding any Investor at least twenty-five percent any time after ninety (25%90) days following the closing of an IPO (so as to effect the registration one hundred eighty (180) days following an IPO, or as soon as reasonably practicable thereafter) or (ii) from any of the Registrable Securities then outstanding and held by Major 22C Investors at any time following the second anniversary of the closing date of an IPO that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, having the anticipated aggregate offering amount of at least $60.0 millionstatement, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, practicable and in any event within sixty (60) days after the date such request is given by the Initiating HoldersHolders but in no event earlier than the earlier of (i) one hundred eighty (180) days following an IPO or (ii) the effective date of the underwriters’ waiver of the restrictions set forth in the applicable lock-up agreement entered into in connection with an IPO, 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 2.1(c) and Section 2.32.4.

Form S-1 Demand. Beginning upon If at any time after the earlier of (ia) five (5) years after the date of this Agreement or (iib) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) Holders of a majority of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent any Registrable Securities then outstanding (25%) of and the Registrable Securities then outstanding, having the subject to such request have an anticipated aggregate offering amount price, net of Selling Expenses, of at least $60.0 15 million), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “a Demand Notice”) Notice to all Holders other than the Initiating Holders; and (yii) use commercially reasonable efforts to as soon as practicable, and in any event within sixty ninety (6090) 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 2.1(c) 3.1.3 and Section 2.33.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least Holders of twenty-five percent (25%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, having the an anticipated aggregate offering amount price, net of at least Selling Expenses, that would exceed $60.0 5 million, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsection 2.1(c) and Section Subsection 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months 180 days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding Holders of at least twenty-five percent (25%) 50% of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) 40% of the Registrable Securities then outstanding, having outstanding covering the registration of Registrable Securities with an anticipated aggregate offering amount price, net of Selling Expenses, of at least $60.0 15 million, then the Company shall (x) within ten (10) 10 days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) 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 Sections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five Holders of twenty percent (2520%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) all or part of the Registrable Securities then outstanding, having the an anticipated aggregate offering amount price, net of Selling Expenses, of at least $60.0 5 million, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon the earlier of If at any time after one hundred eighty (i180) five (5) years after the date of this Agreement or (ii) six (6) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding either (i) Holders of at least twenty-five fifty percent (2550%) of the Registrable Securities then outstanding and held by Major Investors or (ii) Holders of at least fifty percent (50%) of the Series B Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, having outstanding (if the anticipated aggregate offering amount price, net of at least Selling Expenses, would exceed $60.0 10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) three years after the date of this Agreement or (ii) six (6) months 180 days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) Holders of 50% of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) covering the registration of the Registrable Securities then outstanding, having the with an anticipated aggregate offering amount price, net of Selling Expenses, of at least $60.0 20 million, then the Company shall (x) within ten (10) 10 days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) 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 Sections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five three (53) years after the date of this Agreement or (ii) six one (61) months year after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding Holders of at least twenty-five fifty percent (2550%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, having the outstanding with an anticipated aggregate offering amount price, net of at least Selling Expenses, in excess of $60.0 million10,000,000, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty one hundred twenty (60120) 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 2.1(cSubsections 2.2(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) Holders of a majority of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, outstanding having the an anticipated aggregate offering amount price, net of Selling Expenses, of at least $60.0 15 million, then the Company shall (x) within ten twenty (1020) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon the earlier of If at any time after one hundred eighty (i180) five (5) years after the date of this Agreement or (ii) six (6) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, outstanding of such Holders having the an anticipated aggregate offering amount price, net of Selling Expenses, of at least $60.0 million25 million (or an offering price of at least $21.80 per share), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty ninety (6090) 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 Sections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or 21 December 2020 and (ii) six one hundred and eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding Holders of at least twenty-five percent (25%) 30% of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of % of: the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering amount price, net of at least Selling Expenses, would exceed $60.0 10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (which notice shall not convey material non-public information, within the meaning of the Exchange Act, unless a Holder subsequently agrees in writing to accept such information after being advised of a potential transaction that relates to such Holder’s rights under this Schedule 4) (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(cSubsections 2.1(C) and Section 2.3.

Form S-1 Demand. Beginning upon the earlier of (i) five (5) years If at any time after the date of this Agreement or that is one hundred and eighty (ii180) six (6) months days after the effective date of the registration statement for the IPOmentioned in Section 2.1(a) and (b), if the Company receives a request from Major Investors holding at least twenty-five percent (25%) of the Registrable Securities then outstanding and held by Major Investors Holders that the Company file a Form S-1 registration statement with respect to at least twenty- five percent Registrable Securities the resale of which is not registered on the Shelf (25%1) having an anticipated aggregate offering price, net of Selling Expenses, in excess of $50,000,000 or (2) constituting the total aggregate Registrable Securities then outstanding, having the anticipated aggregate offering amount of at least $60.0 millionheld by all Holders, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders, if applicable, and any Other Holders; and (y) as soon as practicable, and in any event within sixty (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 or equivalent securities requested to be included in such registration by any other Holders or Other Holders, as specified by notice given by each such Holder or Other Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the applicable limitations of Section 2.1(cSections 2.1(f) and 2.3; provided that the Company may use a Form S-3 registration statement instead of a Form S-1 registration statement pursuant to this Section 2.32.1(d) if the Company would qualify to use a Form S-3 registration statement within sixty (60) days after the date on which the request from Holders is received.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) Holders of a majority of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five forty percent (2540%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering amount price, net of at least Selling Expenses, would exceed $60.0 25 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon the earlier of If, at any time after one hundred eighty (i180) five (5) years after the date of this Agreement or (ii) six (6) months days after the effective date of the registration statement for the IPO, if the Company receives a written request from Major Investors Holders holding at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding and held by Major Investors the Holders that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, owned by such Holder or Holders having the an anticipated aggregate offering amount price, net of Selling Expenses, of at least Fifteen Million Dollars ($60.0 million15,000,000), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; Holders and (yii) as soon as practicable, and in any event within sixty (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 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 Subsections 2.1(c), 2.1(d) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) Holders of a majority of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five forty percent (2540%) of the Registrable Securities then outstanding, having the anticipated aggregate offering amount of at least $60.0 million, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) 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 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) Holders of a majority of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, outstanding having the an anticipated aggregate offering amount price, net of Selling Expenses, of at least $60.0 million15,000,000, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) 5 years after the date of this Agreement or (ii) six (6) months 180 days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) Holders of a majority of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) a majority of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering amount price, net of at least Selling Expenses, would exceed $60.0 15 million), then the Company shall (x) within ten (10) 10 days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) 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 Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months 180 days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) 40% of the Registrable Securities then outstanding and held by all Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) 40% of the Registrable Securities then outstanding, having held by all Major Investors (or a lesser percent if the anticipated aggregate offering amount price, net of at least Selling Expenses, would exceed $60.0 20 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) 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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3; 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. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement March 10, 2026 or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) Holders of a majority of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five thirty percent (2530%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering amount price, net of at least Selling Expenses, would exceed $60.0 15 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five four (54) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding Holders of at least twentythirty-five percent (2535%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, having the anticipated an aggregate offering amount price, net of at least Selling Expenses, exceeding five million dollars ($60.0 million5,000,000), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- twenty-five percent (25%) of the Registrable Securities then outstanding, having the anticipated aggregate offering amount price of at least $60.0 10 million, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months 180 days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) Holders of majority of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) 40% of the Registrable Securities then outstanding, having outstanding covering the registration of Registrable Securities with an anticipated aggregate offering amount price, net of Selling Expenses, of at least $60.0 10 million, then the Company shall (x) within ten (10) 10 days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) 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 Sections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred and eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding representing at least twenty-five sixty percent (2560%) of the Registrable Securities then outstanding and then-held by all Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five forty percent (2540%) of the Registrable Securities then outstanding, having the anticipated aggregate offering amount of at least $60.0 million, outstanding then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon the earlier of If at any time after one hundred eighty (i180) five (5) years after the date of this Agreement or (ii) six (6) months days after the effective date of the registration statement for the Qualified IPO, if the Company receives a request from Major Investors holding Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- twenty-five percent (25%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering amount price, net of at least Selling Expenses, would exceed $60.0 5 million), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “"Demand Notice”") to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3. The Company shall be permitted to include shares of Common Stock to be sold in a primary offering in any registration statement initiated under this Section 2.1 only to the extent that the inclusion of such Common Stock will not jeopardize the success of the offering by the Holders.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five two (52) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) of the Registrable Securities then outstanding and held by Major Investors Investor that the Company file a Form S-1 registration statement with respect to at least twenty- five twenty percent (2520%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering amount price, net of at least Selling Expenses, would exceed five million dollars ($60.0 million5,000,000), then the Company shall shall: (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3; 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. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding at least twenty-five percent (25%) Holders of a majority of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) any portion of the Registrable Securities then outstanding, having outstanding so long as the anticipated aggregate offering amount of at least price would exceed Ten Million Dollars ($60.0 million10,000,000), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding Holders of at least twenty-five twenty percent (2520%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five such percent (25%) of the Registrable Securities then outstanding, having outstanding for which the anticipated aggregate offering amount price, net of at least Selling Expenses, would exceed $60.0 10 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five one hundred eighty (5180) years after the date of this Agreement or (ii) six (6) months days after the effective date of the registration statement for the IPOIPO or (ii) five (5) years following the closing of the transactions contemplated in the Purchase Agreement, if the Company receives a request from Major Investors holding Holders of at least twenty-five fifty percent (2550%) of the Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Registrable Securities then outstanding, having the an anticipated aggregate offering amount price, net of selling Expenses, of at least $60.0 20 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty ninety (6090) 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 Subsections 2.1(c) and Section 2.3. Holders shall be entitled to demand up to two (2) firmly underwritten registrations pursuant to this Subsection 2.1(a).

Form S-1 Demand. Beginning upon If at any time after the earlier of (i) five four (54) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Major Investors holding the Holders of at least twenty-five twenty percent (2520%) of the Outstanding Registrable Securities then outstanding and held by Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty- five percent (25%) of the Outstanding Registrable Securities then outstanding, of such Holders having the an anticipated aggregate offering amount price, net of Selling Expenses, of at least $60.0 million5,000,000, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; , and (y) as soon as practicable, and in any event within sixty (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) days after the date the Demand Notice is given, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.