Common use of Form S-1 Demand Clause in Contracts

Form S-1 Demand. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of 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 to the public, net of Selling Expenses, of not less than $10,000,000, then the Company shall (i) 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 (ii) 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. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority thirty percent (30%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding having an (or a lesser percent if the anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than would exceed $10,000,00010 million), then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (ia) three five (35) years after the date of this Agreement or (iib) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority at least 50% of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding having (and the Registrable Securities subject to such request have an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,000), then the Company shall (i) 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 (ii) 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. If at any time after Beginning upon the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred eighty six (1806) days months after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of a majority at least twenty-five percent (25%) of the 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 outstanding, having an the anticipated aggregate offering price to the public, net amount of Selling Expenses, of not less than at least $10,000,0003 million, then the Company shall (i) 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 (ii) 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. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the an IPO, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to outstanding Registrable Securities then outstanding having an anticipated aggregate offering price to the public, net of Selling Expenses, of not less than $10,000,00010 million, then the Company shall (i) 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 (ii) 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. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the Qualified IPO, the Company receives a request from Holders of at least a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding of such Holders having an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,000, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority twenty-five percent (25%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding having an if the anticipated aggregate offering price to the publicprice, net of Selling Expenses, of is not less than $10,000,0005 million, then the Company shall (i) 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 (ii) 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. If at any time after the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any or all of the Registrable Securities then outstanding of such Holders having an anticipated aggregate offering price expected to the public, net of Selling Expenses, of not less than exceed $10,000,000, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPOIPO or a SPAC Transaction, the Company receives a request from Holders of a majority sixty percent (60%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding having an anticipated aggregate offering price to the public, net of Selling Expenses, of not less than $10,000,000outstanding, then the Company shall shall: (ix) 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 (iiy) 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. If at any time after the earlier of (i) three eighteen (318) years months after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority twenty percent (20%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding having an if the anticipated aggregate offering price to the publicprice, net of Selling Expenses, of is not less than $10,000,0005 million, then the Company shall (i) 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 (ii) 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. If at any time after the earlier of (ia) three five (35) years after the date of this Agreement or (iib) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding Requisite Investors that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding having (and the Registrable Securities subject to such request have an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,00025,000,000), then the Company shall (i) 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 (ii) 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. If at any time after the earlier of (i) three (April 3) years after the date of this Agreement , 2015 or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPOan IPO completed under United States securities laws, the Company receives a request from Holders of a majority twenty percent (20%) of the Investor Registrable Securities then outstanding 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 all or part of the Registrable Securities then outstanding having an anticipated aggregate offering price to the public, net of Selling Expenses, of not less than $10,000,000held by such Holders, then the Company shall (i) 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 (ii) 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. If at any time after the earlier of (ia) three five (35) years after the date of this Agreement or (iib) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding outstanding, that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding having (and the Registrable Securities subject to such request have an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,000), then the Company shall (i) 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 (ii) 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. If at any time after the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority at least twenty percent (20%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding having an (or a lesser percent if the anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than would exceed $10,000,00015 million), then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to a majority of the Registrable Securities then outstanding having an and if the anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than would exceed $10,000,00010 million, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority at least thirty percent (30%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to outstanding Registrable Securities then outstanding of such Holders having an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,00010.0 million, then the Company shall (i) 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 (ii) 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. If at any time after Beginning upon the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred eighty six (1806) days months after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of a majority at least forty percent (40%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding outstanding, having an the anticipated aggregate offering price to the public, net amount of Selling Expenses, of not less than at least $10,000,0005.0 million, then the Company shall (ix) 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 (iiy) 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. If at any time after Beginning upon the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred eighty six (1806) days months after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of a majority at least twenty-five percent (25%) of the 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 outstanding, having an the anticipated aggregate offering price to the public, net amount of Selling Expenses, of not less than at least $10,000,00010 million, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of fiftieth (i50th) three (3) years after day following the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPOhereof, the Company receives a request from a Holder or Holders of a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any outstanding Registrable Securities then outstanding of such Holders having an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,0005 million, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (1801) days year after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority at least fifty percent (50%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having with an anticipated aggregate offering price to the publicprice, net of Selling Expenses, in excess of not less than $10,000,000, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to the number of Registrable Securities then outstanding having with an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,00050 million, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority twenty percent (20%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to all or part of the Registrable Securities then outstanding having an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,0005 million, then the Company shall (i) 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 (ii) 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. If at any time after the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority at least sixty percent (60%) of the Registrable Securities issued or issuable upon the conversion of Series A Preferred Stock and Series B Preferred Stock then outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding having an anticipated aggregate offering price to the public, net of Selling Expenses, of not less than $10,000,000outstanding, then the Company shall (i) 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 (ii) 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. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority thirty percent (30%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding having with an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,0007,500,000, then the Company shall (i) 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 (ii) 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. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority at least thirty-three percent (33%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty-three percent (33%) of the Registrable Securities then outstanding having an anticipated aggregate offering price to the public, net of Selling Expenses, of not less than $10,000,000outstanding, then the Company shall (i) 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 (ii) 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. If at any time after the earlier of (i) three four (34) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority at least forty percent (40%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding having an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,000, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (ia) three four (34) years after the date of this Agreement or (iib) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding any Key Holder or KKR that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding having (and the Registrable Securities subject to such request have an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,00050,000,000), then the Company shall (i) 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 (ii) 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. If at any time after the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of 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 to the publicprice, net of Selling Expenses, of not less than at least $10,000,00015 million, then the Company shall (ix) 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 (iiy) 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. If If, at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a written request from Holders of holding at least a majority of the Registrable Securities then outstanding and held by the Holders that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding owned by such Holder or Holders having an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least Fifteen Million Dollars ($10,000,00015,000,000), then the Company shall (i) 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 (ii) 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. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (1801) days year after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority at least fifty percent (50%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having with an anticipated aggregate offering price to the publicprice, net of Selling Expenses, in excess of not less than $10,000,000, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least 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 of such Holders having an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,00025 million (or an offering price of at least $21.80 per share), then the Company shall (ix) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (iiy) 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. If at any time after the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding of such Holders having an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,000, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority at least twenty percent (20%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to outstanding Registrable Securities then outstanding of such Holders having an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,00010 million, then the Company shall (i) 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 (ii) 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. If at any time after the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority at least eighty percent (80%) of the Registrable Securities then outstanding (the “Requisite Holders”) that the Company file a Form S-1 registration statement with respect to at least twenty (20%) of the Registrable Securities then outstanding having an anticipated aggregate offering price to the public, net of Selling Expenses, of not less than $10,000,000outstanding, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding Preferred Majority that the Company file a Form S-1 registration statement with respect to at least fifty percent (50%) of the Registrable Securities then outstanding having an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than $10,000,00010 million, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three five (35) years after the date of this Agreement or (ii) )] one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority fifty percent (50%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to outstanding Registrable Securities then outstanding having with an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than $10,000,00010 million, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three four (34) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority forty percent (40%) 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 to the publicof not less than $10 million, net of Selling Expenses, of not less than $10,000,000, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority more than fifty percent (50%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having with an anticipated aggregate offering price to the public, net of Selling Expenses, of not less than at least $10,000,0005 million, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority thirty-five percent (35%) 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 to the publicprice, net of Selling Expenses, of not less than $10,000,0005 million), then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPOAgreement, the Company receives a request from Holders of a majority at least twenty-five percent (25%) of the 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 an (or a lesser percent if the anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than would exceed $10,000,00010 million), then the Company shall (ix) 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 (iiy) 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 2.3.

Form S-1 Demand. If at any time after the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding having with an anticipated aggregate offering price to the public, net of Selling Expenses, of not less than at least $10,000,00020 million, then the Company shall (i) 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 (iiy) 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. If at any time after the earlier of (i) three (3) years after the date of this Agreement April 30, 2013 or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority thirty percent (30%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to outstanding Registrable Securities then outstanding of such Holders having an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,00025,000,000), then the Company shall (iA) within ten fifteen (1015) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (iiB) 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 thirty (2030) 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. If at any time after the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding having an anticipated aggregate offering price to the public, net of Selling Expenses, of not less than $10,000,000outstanding, then the Company shall (i) 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 (ii) 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. If at any time after the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority twenty-five percent (25%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding outstanding, having an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than that would exceed $10,000,0005 million, then the Company shall (i) 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 (ii) 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. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPOInitial Offering, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding having an (or a lesser percent if the anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than would exceed $10,000,00015,000,000), then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority thirty percent (30%) 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 to the publicprice, net of Selling Expenses, of not less than would exceed $10,000,00010 million, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred eighty six (1806) days months after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding having an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,00015,000,000, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three (3) 5 years after the date of this Agreement or (ii) one hundred eighty (180) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to a majority of the Registrable Securities then outstanding having an (or a lesser percent if the anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than would exceed $10,000,00015 million), then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three (3) years after the date of this Agreement December 31, 2018 or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding having an anticipated aggregate offering price to the public, net of Selling Expenses, of not less than at least $10,000,0005,000,000, then the Company shall (ix) 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 (iiy) 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 S-l registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from the Requisite Holders of a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least 25% of the Registrable Securities then outstanding having an (or a lesser percent for which the anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than would be at least $10,000,00015 million), then the Company shall shall: (i) 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 (ii) 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. If at any time after the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of 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 of such Holders having an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,00015 million (provided that in the case of the IPO such offering must also meet the requirements of a Qualified Public Offering, as such term is defined in the Restated Certificate) then the Company shall (ix) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (iiy) 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. If at any time after the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding having an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,00015 million, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three (3) years after the date of this Agreement or and (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Registrable Securities shares of Series B Preferred Stock then outstanding (the "Requisite Holders") that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having with an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,00010 million, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to all of the Registrable Securities then outstanding having held by such Holders covering the registration of Registrable Securities with an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,0005 million, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders in the aggregate of a majority of Registrable Securities, (each, as applicable, the Registrable Securities then outstanding “Preferred Majority”) that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding having an anticipated aggregate offering price to the public, net of Selling Expenses, of not less than $10,000,000outstanding, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority at least thirty percent (30%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding having an and that the anticipated aggregate offering price to the public, net of Selling Expenses, of not less than for such registration would exceed seven million dollars ($10,000,0007,000,000), then the Company shall (i1) 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 (ii) 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. If at any time after the earlier of (i) three four (34) years after the date of this Agreement Initial Closing (as defined in the Purchase Agreement) or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority forty percent (40%) 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 to the public, net of Selling Expenses, of not less than which would exceed $10,000,0005 million, then the Company shall (ix) 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 (iiy) 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. If Subject to Section 2.1(c), if the Company receives a request (i) from any Investor at any time after ninety (90) days following the earlier closing of an IPO (i) three (3) years after so as to effect the date of this Agreement or (ii) registration one hundred eighty (180) days after following an IPO, or as soon as reasonably practicable thereafter) or (ii) from any of the effective 22C Investors at any time following the second anniversary of the closing date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding an IPO that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price to the public, net of Selling Expenses, of not less than $10,000,000statement, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority 50% of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to covering the registration of Registrable Securities then outstanding having with an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,00020 million, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to outstanding Registrable Securities then outstanding of such Holders having an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,00010 million, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three (3) five years after the date of this Agreement or (ii) one hundred eighty (180) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to the outstanding Registrable Securities then outstanding of such Holders having an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,00010 million, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three (3) five years after the date of this Agreement or (ii) one hundred eighty (180) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority 50% of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least 40% of the Registrable Securities then outstanding having an (or a lesser percent if the anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than would exceed $10,000,00025 million), then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three (3) five years after the date of this Agreement or (ii) one hundred eighty (180) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority at least 50% of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least 40% of the Registrable Securities then outstanding having covering the registration of Registrable Securities with an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,00015 million, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the 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 an anticipated aggregate offering price to the public, net of Selling Expenses, of not less than $10,000,000outstanding, then the Company shall (ix) 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 (iiy) as soon as practicablecommercially reasonable, 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. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority at least fifty percent (50%) of the Registrable Securities then outstanding that the Company file a Form S-1 S- 1 registration statement with respect to at least fifty percent (50%) of the Registrable Securities then outstanding having an anticipated aggregate offering price to the public, net of Selling Expenses, of not less than $10,000,000outstanding, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three (3) 4 years after the date of this Agreement or (ii) one hundred eighty (180) 180 days after the effective date of the registration statement for the IPO, the Company receives a written request from Holders of a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least 40% of the Registrable Securities then outstanding having an (or a lesser percentage if the anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than would exceed $10,000,00010 million), then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three (3) five years after the date of this Agreement or (ii) one hundred eighty (180) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority at least 50% of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least 40% of the Registrable Securities then outstanding having covering the registration of Registrable Securities with an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,00010 million, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three (3) five years after the date of this Agreement or (ii) one hundred eighty (180) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to outstanding Registrable Securities then outstanding having an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,000, then the Company shall (i) 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 (ii) 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 2.1(c) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (i) three the date that is seven (37) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority twenty-five percent (25%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding having an anticipated aggregate offering price to the public, net of Selling Expenses, of not less than $10,000,000outstanding, then the Company shall shall: (ix) 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 (iiy) 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. If at any time after during the earlier of (i) three (3) years after period commencing on the date of this Agreement or (ii) that is one hundred eighty (180) days after the effective date of the registration statement for the IPOIPO or the Direct Listing, the Company receives a request from Holders of a majority at least thirty percent (30%) 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 to the publicprice, net of Selling Expenses, of not less than $10,000,00010 million, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (ia) three (3) years after the third year anniversary of the date of this Agreement or and (iib) one hundred eighty (180) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding having (and the Registrable Securities subject to such request have an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,000), then the Company shall (i) within ten (10) 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 (ii) use its best efforts to as soon as practicable, and in any event within sixty (60) 90 days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) 20 days after the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) 3.1.3 and Section 2.33.3.

Form S-1 Demand. If at any time after the earlier of (i) three (3) years after following the date of this Agreement or (ii) that is one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty percent (30%) of the Registrable Securities then outstanding having an (or a lesser percent if the anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than would exceed $10,000,000), then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three (3) five years after the date of this Agreement or (ii) one hundred eighty (180) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority 50% of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least 40% of the Registrable Securities then outstanding having covering the registration of Registrable Securities with an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,00010 million, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of of: (i) three four (34) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority twenty five percent (25%) or more of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding having an where the anticipated aggregate offering price to the public, net of Selling Expenses, of would be not less than $10,000,00015 million, then the Company shall shall: (ix) 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 (iiy) 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. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) that is one hundred eighty (180) days after the effective date the Company's consummates any offering involving an underwriting of shares of the registration statement for the IPOCompany's capital stock pursuant to Section 2.2, the Company receives a request from any Holders of a majority at least fifty percent (50%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least fifty percent (50%) of the Registrable Securities then outstanding having an anticipated aggregate offering price to the public, net of Selling Expenses, of not less than $10,000,000held by such Holders, then the Company shall (i) 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 (ii) 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. If at any time after the earlier to occur of (i) three (3) years after the date of this Agreement Agreement; or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from the Holders of at least a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to outstanding Registrable Securities then outstanding of such Holders having an anticipated aggregate offering price to the public, net of Selling Expenses, of not less than at least $10,000,0005 million, then the Company shall (iA) 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 (iiB) 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 Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least a majority of the 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 an anticipated aggregate offering price to the public, net of Selling Expenses, of not less than $10,000,000outstanding, then the Company shall shall: (ix) 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 (iiy) 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. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least a majority of the Registrable Securities then outstanding and held by such Holders having an anticipated aggregate offering price to the public, net of Selling Expenses, of not less than at least $10,000,00015,000,000, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority fifty percent (50%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding having an (or a lesser percent if the anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than would exceed $10,000,000five (5) million), then the Company shall shall: (ix) 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 (iiy) 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. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from any of (i) Holders of a majority twenty percent (20%) of the Registrable Securities then outstanding issued upon conversion of the Series C Preferred Stock, (ii) Holders of twenty percent (20%) of the Registrable Securities issued upon conversion of the Series D Preferred Stock, (iii) Holders of twenty percent (20%) of the Registrable Securities issued upon conversion of the Series E Preferred Stock, or (iv) Holders of twenty percent (20%) of the Registrable Securities issued upon conversion of the Existing Preferred Stock, that the Company file a Form S-1 registration statement with respect to outstanding Registrable Securities then outstanding of such Holders having an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,00010 million, then the Company shall will (ix) 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 (iiy) 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 and, in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (i) three (3) two years after the date of this Agreement or (ii) one hundred eighty (180) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least 40% of the Registrable Securities then outstanding having an (or a lesser percent if the anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than would exceed $10,000,00015,000,000), then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty six (1806) days months after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority sixty percent (60%) of the Registrable Securities Series C Preferred Stock then outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding having with an anticipated aggregate offering price to the public, net of Selling Expenses, of not less than at least Five Million Dollars ($10,000,0005,000,000), then the Company shall (i) 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 (ii) 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. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least 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 if the anticipated aggregate offering price to the public, net (exclusive of Selling Expenses, of not less than underwriters’ discounts and commission) would exceed $10,000,00015 million, then the Company shall shall, (i) 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 (ii) 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(c2.1(d) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of 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 Securities, the anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than which exceeds $10,000,00010 million, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding Deerfield Investor (the “Initiating Holders”) that the Company file a Form S-1 registration statement with respect to covering the registration of Registrable Securities then outstanding having with an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,00015 million), then the Company shall (ix) 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 (iiy) 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 have 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. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the Qualified IPO, the Company receives a request from Holders of a majority at least twenty-five percent (25%) of the 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 an (or a lesser percent if the anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than would exceed $10,000,0005 million), then the Company shall (i) 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 (ii) 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. If at any time after the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority at least 25% of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding outstanding, having an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,0005 million, then the Company shall (ix) 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 (iiy) 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. If If, at any time after the earlier of (i) three (3) years after following the date of this Agreement or (ii) one hundred eighty (180) days and after the effective date Company re-registers its shares of Common Stock pursuant to Section 12(b) or 12(g) under the registration statement for the IPOExchange Act, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding either L▇▇▇▇ ▇. ▇▇▇▇▇▇, III (“M▇▇▇▇▇”) or R▇▇▇▇ Investment Partners Master Fund, L.P. (“R▇▇▇▇”) that the Company file a Registration Statement on Form S-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price to the public, net of Selling Expenses, of not less than $10,000,000S-1, then the Company shall (i) 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 (ii) 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 Registration Statement on Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) 20 days after of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c3.1(c) and Section 2.33.3.

Form S-1 Demand. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPOTrigger Date, the Company receives a request from the Initiating Holders of a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to an amount of Registrable Securities then held by such Initiating Holders that either (i) equals at least twenty percent (20%) of the then-outstanding having an anticipated equity securities of the Company or (ii) the Initiating Holders reasonably believe will result in aggregate offering price to the public, net gross proceeds of Selling Expenses, of not less than $10,000,000at least US$50 million, then the Company shall (i) 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 (ii) 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 ten (2010) 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. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) commencing one hundred eighty (180) days after the effective date of the registration statement for the IPO, IPO the Company receives a request from Holders of a majority at least fifty percent (50%) of the 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 an (or a lesser percent if the anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than would exceed $10,000,00020 million), then the Company shall (ix) 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 (iiy) 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), 2.1(d) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the Qualified IPO, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities then outstanding of such Holders having an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,000, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (ia) three five (35) years after the date of this Agreement or (iib) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority at least 10% of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any Registrable Securities then outstanding having and the Registrable Securities subject to such request have an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,000, then the Company shall (i) 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 (ii) 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. If at any time after the earlier of (i) three (3) years after the date of this Agreement or (iiy) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a written request from Holders of a majority the Investors holding at least forty percent (40%) 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 to the publicof not less than $10 million, net of Selling Expenses, of not less than $10,000,000, then the Company shall (i) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders Investors other than the Initiating Holders; Investors and (ii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating HoldersInvestors, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders Investors requested to be registered and any additional Registrable Securities requested to be included in such registration by any other HoldersInvestors, as specified by notice given by each such Holder Investor 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. If at any time after Beginning upon the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority at least twenty-five percent (25%) of the 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 outstanding, having an the anticipated aggregate offering price to the public, net of Selling Expenses, of not less than at least $10,000,00010 million, then the Company shall (i) 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 (ii) 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. If at any time after the earlier of (i) three (3) five years after the date of this Agreement or (ii) one hundred eighty (180) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least 40% of the Registrable Securities then outstanding having covering the registration of Registrable Securities with an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,00010 million, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Registrable Securities Common Stock issued or issuable upon conversion of the Preferred Stock then outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding having an anticipated aggregate offering price to the public, net of Selling Expenses, of not less than $10,000,000outstanding, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred and eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority Major Investors representing at least sixty percent (60%) of the Registrable Securities then outstanding then-held by all Major Investors that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding having an anticipated aggregate offering price to the public, net of Selling Expenses, of not less than $10,000,000, then the Company shall (ix) 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 (iiy) 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. If If, at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from the Requisite Holders of a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding having representing at least an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than $10,000,000, then the Company shall (ix) 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 (iiy) 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. If at any time after the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPOa Qualified Public Offering, the Company receives a request from Holders of a majority forty percent (40%) 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 to the publicprice, net of Selling Expenses, of not less than at least $10,000,00015 million, then the Company shall (ix) 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 (iiy) 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) Subsection 2.1‎0, Subsection 2.1‎0 and Section 2.3Subsection ‎0.

Form S-1 Demand. If at any time after the earlier of (i) three five (35) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority at least thirty percent (30%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to outstanding Registrable Securities then outstanding having an anticipated aggregate offering price to the publicprice, net of Selling Expenses, of not less than at least $10,000,000, then the Company shall (ix) 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 (iiy) 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.