Common use of Form S-1 Demand Clause in Contracts

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 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 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 (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 sixty percent (60%) 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 (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 sixty not less than forty percent (6040%) 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 (or a lesser percent if outstanding, the anticipated aggregate offering priceprice of which, net of Selling Expenses, would exceed $15 10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days after the earlier of the effective date of the registration statement for the IPOIPO or a Direct Listing, the Company receives a request from Holders of at least sixty percent (60%) a majority of the Registrable Securities then outstanding (subject to the Regulatory Voting Restriction) that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 10 million), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty sixty (2060) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsection 2.1(c) and Subsection 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 sixty thirty-five percent (6035%) 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 outstanding Registrable Securities then outstanding (or a lesser percent if the of such Holders having an anticipated aggregate offering price, net of Selling Expenses, would exceed exceeding $15 5 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPOIPO on a United States stock exchange, the Company receives a request from Holders of at least sixty thirty percent (6030%) 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 (or a lesser percent if the with an anticipated aggregate offering price, net of Selling Expenses, would exceed of at least $15 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 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 sixty twenty percent (6020%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty twenty percent (4020%) of the Registrable Securities then outstanding (or or, after the IPO, a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 million)15,000,000, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28five (5) years after the date of this Agreement, 2022 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 sixty fifty percent (6050%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to having an anticipated offering price of at least forty percent (40%) of the Registrable Securities then outstanding (or a lesser percent if the $18.40 per share and an anticipated aggregate offering price, net of Selling Expenses, would exceed of at least $15 million)60,000,000, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 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 sixty percent (60%) 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 (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsection 2.1(c) and Subsection 2.3.

Form S-1 Demand. If If, at any time after the earlier of six (i6) June 28, 2022 or (ii) one hundred eighty (180) days months after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least sixty thirty percent (6030%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty thirty percent (4030%) of the Registrable Securities then outstanding (or a lesser percent if outstanding, having the anticipated aggregate offering price, net of Selling Expenses, would exceed of at least $15 10.0 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of after the date the Demand Notice is given, and in each case, subject to the limitations of Sections Section 2.1(c) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPOIPO or (ii) the date the Company becomes subject to the periodic reporting requirements of Section 13 or Section 15(d) of the Exchange Act, the Company receives a request from Holders of at least sixty percent (60%) 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%) covering the registration of the Registrable Securities then outstanding (or a lesser percent if the with an anticipated aggregate offering price, net price of Selling Expenses, would exceed at least $15 5.0 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty ninety (6090) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(cSubsections 2.1(d) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28the seventh (7th) anniversary of February 20, 2022 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 Stockholders of at least sixty twenty percent (6020%) 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 (or a lesser percent if where the anticipated aggregate offering price, net of Selling Expenses, price to the public would exceed $15 25 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders Stockholders other than the Initiating HoldersStockholders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating HoldersStockholders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders Stockholders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other HoldersStockholders, as specified by notice given by each such Holder Stockholder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 sixty percent (60%) a majority of the Registrable Securities then outstanding that the Company file files a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated outstanding, having an aggregate offering price, net price to the public of Selling Expenses, would exceed not less than $15 million)20,000,000, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) and 2.3.

Form S-1 Demand. If (i) at any time after the earlier fourth (4th) anniversary of the date of this Agreement, the Company receives a request from Holders of at least thirty percent (i30%) June 28of the Registrable Securities then outstanding, 2022 that the Company file a Form S-1 registration statement with respect to at least twenty percent (20%) of the Registrable Securities then outstanding and having an anticipated aggregate offering price, net of Selling Expenses, which would exceed $20 million, or (ii) at any time or from time to time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least sixty percent (60%) of the 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 (or a lesser percent if the anticipated having an expected aggregate offering price, net of Selling Expenses, which would exceed $15 million)5,000,000, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty 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 of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 sixty forty percent (6040%) 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 (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 million)outstanding, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 sixty percent (60%) 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%) a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 million), then the Company shall (x) within ten thirty (1030) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five years after the date of this Agreement or (ii) one hundred eighty (180) days six months after the effective date of the registration statement for the a Qualified IPO, the Company receives a request from Holders of at least sixty percent (60%) a majority of the voting power 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 (or a lesser percent if the having an anticipated aggregate offering price, net of Selling Expenses, would exceed in excess of $15 million)10,000,000 and an offering price of at least $10 per share, then the Company shall (x) within ten twenty (1020) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty thirty (2030) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 or five (5) years after 21 December 2020 and (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 at least sixty percent (60%) 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 25% of: the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (which notice shall not convey material non-public information, within the meaning of the Exchange Act, unless a Holder subsequently agrees in writing to accept such information after being advised of a potential transaction that relates to such Holder’s rights under this Schedule 4) (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(cSubsections 2.1(C) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28the seven (7) year anniversary of this Agreement, 2022 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 at least sixty fifty percent (6050%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty twenty percent (4020%) of the Registrable Securities then outstanding (outstanding, or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 5 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Section 2.1(c) and Section 2.3., and (z) use its best efforts to cause such registration statement to be declared effective by the SEC as soon as practicable but in no event later than one hundred eighty (180) days after such request.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 sixty percent (60%) 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 (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 25 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 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 sixty twenty percent (6020%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty twenty percent (4020%) of the Registrable Securities then outstanding (or a lesser percent if outstanding, the anticipated aggregate offering priceproceeds, net of Selling Expenses, of which would exceed $15 10 million), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsection 2.1(c) and Subsection 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 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 sixty fifty percent (6050%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty fifty percent (4050%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, practicable file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 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 the Requisite Holders of at least 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 (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 million10,000,000), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) 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 of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 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 sixty seventy-five percent (6075%) 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 (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 million), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders Holders, other than the Initiating Holders, and the Key Holder; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other HoldersHolders and the Key Holder, as specified by notice given by each such Holder or Key Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Section 2.1(c) and Section 2.3.

Form S-1 Demand. If If, at any time after the earlier of (i) June 28, 2022 five (5) 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 sixty percent (60%) a majority of the Registrable Securities then outstanding having an anticipated aggregate offering price expected to exceed $10,000,000 that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) any or all of the such Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 million)Securities, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and and, in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 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 (or a lesser percent percentage if the reasonably anticipated aggregate offering priceprice to the public, net of Selling Expenses, would exceed $15 25 million)) 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 $25 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 S- 1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (ia) June 28, 2022 five years after the date of this Agreement or (iib) one hundred eighty (180) 180 days after the effective date of the registration statement for the IPOIPO or a Direct Listing, the Company receives a request from Holders of at least sixty forty percent (6040%) 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 any Registrable Securities then outstanding (or a lesser percent if and the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, would exceed of at least $15 million15,000,000), then the Company shall (xi) 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 (yii) use commercially reasonable 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 of after the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) Section 3.1.3 and 2.3Section 3.3.

Form S-1 Demand. If at any time after the earlier of (ia) June 28, 2022 five (5) 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 at least sixty percent (60%) 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 any Registrable Securities then outstanding (or a lesser percent if and the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, would exceed of at least $15 million), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “a Demand Notice”) Notice to all Holders other than the Initiating Holders; and (yii) use commercially reasonable efforts to as soon as practicable, and in any event within sixty ninety (6090) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) Section 3.1.3 and 2.3Section 3.3.

Form S-1 Demand. If at any time after Beginning upon the earlier of (i) June 28, 2022 five (5) 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, if the Company receives a request from Holders of at least sixty fifty-one percent (6051%) of the Registrable Securities then outstanding (a “Preferred Interest”) that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) all or part of the Registrable Securities then outstanding (or a lesser percent if the of such Holders having an anticipated aggregate offering price, net of Selling Expenses, would exceed of at least thirty million dollars ($15 million30,000,000), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Section 2.1(c) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) years after the date of this Agreement or (ii) the date which 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 sixty percent (60%) 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 (or a lesser percent if the having an anticipated aggregate offering price, net of Selling Expenses, would exceed of at least $15 20 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; , and (y) as soon as practicable, and in any event within sixty one hundred twenty (60120) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 three 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 sixty percent (60%) 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 (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) and 2.3contained in this Section 2.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 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 IPOCompany’s initial public offering, the Company receives a request from the Requisite Holders of at least sixty percent (60%) of the Registrable Securities then outstanding that the Company file a registration statement on Form S-1 registration statement (“Form S-1”) with respect to at least forty percent (40%) % of the then-outstanding Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 million), then the Company shall (x) within ten (10) 10 days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders holders of Registrable Securities (“Holders”) other than the Initiating Holders; Holders and (y) as soon as practicable, and in any event within sixty (60) 60 days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder Holders to the Company within twenty (20) 20 days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(cSection 4.1(c) and 2.3Section 4.3.

Form S-1 Demand. If at any time after the earlier of (ia) June 28, 2022 five (5) 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 at least sixty percent (60%) 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 any Registrable Securities then outstanding (or a lesser percent if and the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, would exceed of at least $15 million25,000,000), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “a Demand Notice”) Notice to all Holders other than the Initiating Holders; and (yii) use commercially reasonable efforts to as soon as practicable, and in any event within sixty ninety (6090) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of after the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) Section 3.1.3 and 2.3Section 3.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from either (i) Holders of at least sixty fifty percent (6050%) of the Registrable Securities then outstanding or (ii) Holders of at least fifty percent (50%) of the Series B Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 at least sixty percent (60%as defined in the Restated Certificate) 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 (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 10 million)) having an anticipated aggregate offering price, net of Selling Expenses, of at least $5 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 four (4) 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 sixty fifty percent (6050%) 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 (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 million), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(cSection 2.1(d) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 or four (4) years after the date of this Agreement and (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 at least sixty thirty percent (6030%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) all or any portion of the Registrable Securities then outstanding (or a lesser percent if the of such Holders having an anticipated aggregate offering price, net of Selling Expenses, would exceed of at least $15 7.5 million), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Section 2.1(c) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 Major Investors holding at least sixty fifty percent (6050%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty fifty percent (4050%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, practicable file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after Beginning upon the earlier of (i) June 28, 2022 five (5) 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 at least sixty percent (60%) 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%) a majority of the Registrable Securities then outstanding (or a lesser percent if outstanding, having the anticipated aggregate offering price, net amount of Selling Expenses, would exceed at least $15 7.5 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of after the date the Demand Notice is given, and in each case, subject to the limitations of Sections Section 2.1(c) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 sixty thirty percent (6030%) 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 (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 million), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsection 2.1(c) and Subsection 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 sixty a majority of the Registrable Securities (in the case of (i) above) or thirty percent (6030%) of the Registrable Securities (in the case of (ii) above) then outstanding that the Company file a Form S-1 registration statement pursuant to which the Initiating Holders, together with respect the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) (x) if pursuant to (i) above, which would qualify as a Qualified IPO or (y) if pursuant to (ii) above, the aggregate gross proceeds of which are at least forty percent (40%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 million)15,000,000, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 sixty twenty percent (6020%) 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 (or a lesser percent if the an anticipated aggregate offering price, net of Selling Expenses, would exceed that is not less than $15 10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating HoldersHolders and Napo; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities and/or Napo Common Stock requested to be included in such registration by any other HoldersHolders or Napo, as the case may be, as specified by notice given by each such Holder or Napo, as the case may be, to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 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 the Holders of at least sixty fifty percent (6050%) 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 (or a lesser percent if the having an anticipated aggregate offering price, net of Selling Expenses, would exceed of at least $15 30 million), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by written notice given by each such Holder to the Company within twenty (20) days of after the date the Demand Notice is given, and in each case, subject to the limitations of Sections Section 2.1(c) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (ia) June 28, 2022 four years after the date of this Agreement or (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 at least sixty percent (60%) a majority of the Registrable Securities then outstanding (with the Series D-1 Preferred Stock being subject to the Regulatory Voting Restriction for this purpose) that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the any Registrable Securities then outstanding (or a lesser percent if and the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, would exceed of at least $15 7.5 million), then the Company shall (xi) within ten (10) business days after the date such request is given, give notice thereof (the “a Demand Notice”) Notice to all Holders other than the Initiating Holders; and (yii) use commercially reasonable efforts to as soon as practicable, and in any event within sixty (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 of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) Section 3.1.3 and 2.3Section 3.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 sixty percent (60%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty twenty five percent (4025%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 20.0 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 or (ii) date 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 sixty percent (60%) 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 (or a lesser percent if the anticipated having an aggregate offering price, net of Selling Expenses, would exceed $15 million)of at least fifteen (15) million dollars, then the Company shall shall: (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 sixty percent (60%) 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 (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 four (4) 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 sixty percent (60%) 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 any Registrable Securities then outstanding (or a lesser percent if and the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, would exceed of at least $15 million100,000,000), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Section 2.1(c) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 or (ii) one hundred eighty (180) days after the effective date consummation of the registration statement for the IPO, the Company receives a request from Holders of at least sixty percent (60%) of the Registrable Securities then outstanding a Holder that the Company file a Form S-1 registration statement with respect to at least forty ten percent (4010%) of the such Holder’s Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expensesunderwriting discounts, selling commissions, and stock transfer taxes would exceed $15 5 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating HoldersHolder; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating HoldersHolder, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders Holder requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c), (d) and (g) and 2.3; provided, however, if the Company is eligible to register the Registrable Securities on Form S-3 under the Securities Act, then the Demand Notice shall be deemed to have been made under Subsection 2.1(b).

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 two (2) 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 sixty percent (60%) 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%) a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after Beginning upon the earlier of (i) June 28, 2022 five (5) years after the date of the Prior 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 (A) Holders of at least sixty twenty-five percent (6025%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty twenty-five percent (4025%) of the Registrable Securities then outstanding or (or B) the Strategic Investor (provided that the Strategic Investor then holds at least twenty-five percent (25%) of Registrable Securities at the time of such request) that the Company file a lesser Form S-1 registration statement with respect to at least seventy-five percent if (75%) of the Registrable Securities then held by the Strategic Investor, in each case of (A) and (B), having the anticipated aggregate offering price, net amount of Selling Expenses, would exceed at least $15 3 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of after the date the Demand Notice is given, and in each case, subject to the limitations of Sections Section 2.1(c) and Section 2.3.

Form S-1 Demand. If at any time after [the earlier of (i) June 28, 2022 [three (3) - five (5) years] after the date of this Agreement or (ii) )] [one hundred eighty (180) days )] days9 after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least sixty [_______ percent (60___%) )]10 of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to [at least forty percent (40%) 40%)]11 of the Registrable Securities then outstanding [(or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 [5-15] million)], then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within [twenty (20) )] days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) Subsection 2.13 and Subsection 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 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 at least sixty twenty percent (6020%) or more 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 (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 25 million), then the Company shall shall: (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating HoldersHolders (with such period being automatically extended as necessary to obtain all required approvals from any governmental entities under any applicable laws), file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 holding at least sixty fifty percent (6050%) 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 outstanding Registrable Securities then outstanding (or a lesser percent if the of such Holders having an anticipated aggregate offering price, net of Selling Expenses, would exceed of $15 million)10 million or more, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 sixty percent (60%) 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 (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsection 2.1(c) and Subsection 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 at least sixty thirty percent (6030%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) any or all of the Registrable Securities then outstanding (or a lesser percent if the with an anticipated aggregate offering price, net of Selling Expenses, would that is anticipated to exceed $15 million)20,000,000, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) 20 days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsection 2.1(c) and Subsection 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 two (2) 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 Investors holding at least sixty forty percent (6040%) percent of the Registrable Securities Preferred Stock then outstanding that the Company file a Form S-1 registration statement with respect to at least forty twenty-five percent (4025%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, price would exceed $15 10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 sixty percent (60%) a majority of the Registrable Securities then outstanding (excluding all Series A Preferred Stock, Series A-2 Preferred Stock and any Common Stock issued or issuable upon conversion of Series A Preferred Stock and Series A-2 Preferred Stock) that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding (or a lesser percent statement, if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 10 million), then the Company shall shall, (xi) within ten (10) business days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c), 2.1(d) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 at least 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 thirty percent (4030%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 sixty fifty percent (6050%) of the Registrable Securities then outstanding if prior to an IPO or at least twenty percent (20%) of the Registrable Securities then outstanding if after an IPO, that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding (or a lesser percent if the with an anticipated aggregate offering price, net of Selling Expenses, would exceed of not less than $15 million)10,000,000, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Section 2.1(c) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) years after the date hereof 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 sixty Investors holding not less than forty percent (6040%) of the Registrable Securities, which Investors must include Major Investors holding not less than forty percent (40%) of the Registrable Securities then outstanding 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 outstanding Registrable Securities then outstanding (or a lesser percent if the of such Holders having an anticipated aggregate offering price, net of Selling Expenses, would exceed of at least $15 35 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 or (ii) date one hundred eighty (180) days after the effective date of the registration statement for the IPOInitial Offering of the Listed Company, the Listed Company receives a request from Holders of at least sixty percent (60%) of the Registrable Securities then outstanding that the Listed Company confidentially submit or file a Form S-1 registration statement with respect to at least forty percent (40%) [***] of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 million[***]), then in each case the Listed Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating HoldersHolders (each such request shall be referred to herein as a “Demand Registration”); and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, initially file or confidentially submit a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Listed Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 sixty percent (60%) 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 (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 10 million), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsection 2.1(c) and Subsection 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 4 years after the date of this Agreement or (ii) one hundred eighty (180) days 6 months after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least sixty percent (60%) 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 outstanding Registrable Securities then outstanding (or a lesser percent if the of such Holders having an anticipated aggregate offering price, net of Selling Expenses, would exceed of at least $15 10.0 million), then the Company shall (x) within ten (10) 10 days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) 60 days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) 20 days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c), 2.1(d) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 sixty percent (60%) 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%) a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 million), then the Company shall (x) within ten thirty (1030) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 four (4) 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 sixty percent (60%) 30% of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty thirty percent (4030%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 10.0 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the date that is the earlier of (i) June 28, 2022 or (iiA) one hundred eighty (180) days after the effective date of the registration statement for a Qualified IPO (as such term is defined in the IPOCertificate of Incorporation) and (B) three years following the date of the intiail sale of Preferred Stock, the Company receives a request from Holders of at least sixty fifty percent (6050%) 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 outstanding Registrable Securities then outstanding (or a lesser percent if the of such Holders having an anticipated aggregate offering price, net of Selling Expenses, would exceed of more than $15 million)5,000,000 then outstanding, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 one year after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPOPublic Offering, the Company receives holders of a request from Holders majority of at least sixty percent (60%) all of the existing Registrable Securities then outstanding that Securtities held by the Company file a Form S-1 registration statement with respect to at least forty percent (40%) Investors, or the transferees of the Investors, may make a written demand, for registration under the 1933 Act of all or puart of their Registrable Securities then outstanding (or a lesser percent if Securities, as the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 million)case may be, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders holders of Registrable Securities other than the Initiating HoldersInvestor; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating HoldersInvestor, file a Form S-1 registration statement under the Securities 1933 Act covering all Registrable Securities that the Initiating Holders Investor requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holdersholders of Registrable Securities, as specified by notice given by each such Holder holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) 5.1(c), 5.4 and 2.35.7.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 four (4) 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 Holders of at least sixty twenty percent (6020%) of the Outstanding Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Outstanding Registrable Securities then outstanding (or a lesser percent if the of such Holders having an anticipated aggregate offering price, net of Selling Expenses, would exceed of at least $15 million)5,000,000, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; , and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of after the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 or (ii) one hundred eighty (180) days after following the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least sixty fifty percent (6050%) 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 outstanding Registrable Securities then outstanding (or a lesser percent if the of such Holders having an anticipated aggregate offering price, net of Selling Expenses, would exceed of at least $15 million)10,000,000, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, use commercially reasonable efforts to file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPOIPO or the consummation of a de-SPAC Transaction, the Company receives a request from (i) Holders of at least sixty twenty-five percent (6025%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to Purchased Class A Stock, (ii) Holders of at least forty twenty-five percent (4025%) of the Registrable Securities then outstanding (or a lesser percent Purchased Class C Stock and the Purchased Class D Stock, if the anticipated aggregate offering price, net of Selling Expenses, would exceed twenty five million dollars ($15 million25,000,000), then the Company shall shall: (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c), 2.1(d) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 sixty sixty-one percent (6061%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty thirty-three and one-third percent (4033 1/3%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.”

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 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 sixty twenty percent (6020%) 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 (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, price would exceed $15 five (5) million), then the Company shall shall: (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) and 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) June 28, 2022 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 sixty thirty percent (6030%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty twenty percent (4020%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 million10,000,000), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Section 2.1(c) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 sixty thirty percent (6030%) 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 (or a lesser percent if the anticipated an aggregate offering price, net of Selling Expenses, would exceed of at least $15 10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after [the earlier of (i) June 28, 2022 [three (3) - five (5) years] after the date of this Agreement or (ii) )] [one hundred eighty (180) days )] days9 after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least sixty [_______ percent (60___%) )]10 of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to [at least forty percent (40%) 40%)]11 of the Registrable Securities then outstanding [(or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 [5-15] million)], then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within [twenty (20) )] days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Section 2.1(c) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 the third anniversary of the date hereof 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 sixty percent (60%) of the Registrable Securities then outstanding that the Company file a Form S-1 (or equivalent small business issuer form, if approved by such Holders) registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 million)outstanding, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as . As soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other HoldersHolders having an anticipated aggregate offering price, net of Selling Expenses, of at least $2,000,000, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Section 2.1(c) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (ia) June 28, 2022 five (5) 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 at least sixty percent (60%) 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 any Registrable Securities then outstanding (or a lesser percent if and the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, would exceed of at least $15 million35,000,000), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “a Demand Notice”) Notice to all Holders other than the Initiating Holders; and (yii) use reasonable best 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 of after the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) Section 3.1.3 and 2.3Section 3.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 the holders of at least sixty percent (60%) 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 (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 sixty percent (60%) of the Registrable Securities then outstanding Requisite Holders, that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 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 Requisite Holders of at least 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 thirty- five percent (4035%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 5 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 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 sixty percent (60%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty twenty percent (4020%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 10 million), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsection 2.1(c) and Subsection 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 sixty percent (60%) 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 (or a lesser percent if the with an anticipated aggregate offering price, net of Selling Expenses, would exceed of at least $15 10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) and 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) June 28, 2022 four (4) 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 sixty ten percent (6010%) 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 outstanding Registrable Securities then outstanding (or a lesser percent if the of such Holders having an anticipated aggregate offering price, net of Selling Expenses, would exceed of at least ten million dollars ($15 million10,000,000), then the Company shall shall: (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (ia) June 28, 2022 five (5) 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 at least sixty percent (60%) 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 any Registrable Securities then outstanding (or a lesser percent if and the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, would exceed of at least $15 million50,000,000), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “a Demand Notice”) Notice to all Holders other than the Initiating Holders; and (yii) use commercially reasonable efforts to as soon as practicable, and in any event within sixty ninety (6090) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of after the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) Section 3.1.3 and 2.3Section 3.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 of, if the NEA Purchase (as defined in the Purchase Agreement) has occurred, at least sixty sixty-one percent (6061%) of the Registrable Securities then outstanding outstanding, or if the NEA Purchase has not occurred, at least fifty-one percent (51%) of the Registrable Securities then outstanding, that the Company file a Form S-1 registration statement with respect to at least forty thirty-three and one-third percent (4033 1/3%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 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 fifty percent (4050%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated with an aggregate offering price, net of Selling Expenses, would that is anticipated to exceed $15 25 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (ia) June 28December 31, 2022 2014 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 at least sixty percent (60%) 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 any Registrable Securities then outstanding (or a lesser percent if and the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, would exceed of at least Fifty Million Dollars ($15 million50,000,000), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “a Demand Notice”) Notice to all Holders other than the Initiating Holders; and (yii) use commercially reasonable efforts to as soon as practicable, and in any event within sixty ninety (6090) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) Section 3.1.3 and 2.3Section 3.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 at least sixty seventy-five percent (6075%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty fifty percent (4050%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed fifteen million dollars ($15 million15,000,000)), then the Company shall (x) within ten (10) days after the date such written request is given, give written notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such written request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by written notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 sixty twenty percent (6020%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty such percent (40%) of the Registrable Securities then outstanding (or a lesser percent if for which the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28January 1, 2022 2025 or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPOIPO or Direct Listing or (iii) one hundred eighty (180) days after the consummaton of a SPAC Transaction, the Company receives a request from Holders of at least sixty percent (60%) 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%) a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 sixty fifty percent (6050%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty fifty percent (4050%) of the Registrable Securities then outstanding (or a lesser percent outstanding, but only if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 5 million), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsection 2.1(c) and Subsection 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 or (ii) beginning one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least sixty sixty-six and two-thirds percent (6066 2/3%) of the then outstanding shares of Registrable Securities then outstanding (the “Requesting Holders”) that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) such number of the Registrable Regsitrable Securities then outstanding (or a lesser percent if the as would result in an anticipated aggregate offering price, net of Selling Expenses, would exceed of at least $15 5 million), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Section 2.1(c) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 five (5) 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 sixty fifty percent (6050%) 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 (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, practicable file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 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 sixty percent (60%) a majority of the Registrable Securities then outstanding outstanding, excluding Amex (as defined below) and its BHCA Transferees (as defined in the Certificate of Incorporation (as defined below)), that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 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 sixty fifty percent (6050%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty fifty percent (4050%) of the Registrable Securities then outstanding (or a lesser percent if the having an anticipated aggregate offering price, net of Selling Expenses, would exceed of at least $15 25 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 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 Major Investors holding at least sixty percent (60%) 40% of the Registrable Securities then outstanding 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 held by all Major Investors (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 20 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) 60 days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) and 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) June 28March 10, 2022 2026 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 sixty percent (60%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty thirty percent (4030%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 four (4) 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 sixty thirty-five percent (6035%) 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 (or a lesser percent if the anticipated having an aggregate offering price, net of Selling Expenses, would exceed exceeding five million dollars ($15 million5,000,000), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) June 28, 2022 two (2) 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 sixty percent (60%) of the Registrable Securities then outstanding Investor that the Company file a Form S-1 registration statement with respect to at least forty percent (4020%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed five million dollars ($15 million5,000,000), then the Company shall shall: (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of 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.