Common use of Form S-1 Demand Clause in Contracts

Form S-1 Demand. If at any time after the earlier of (i) four 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 forty (40%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding, 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) four 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 forty (40%) 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%) having an aggregate offering price, net of the Registrable Securities then outstandingSelling Expenses, that would exceed $10 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 Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) four years after the date of this Agreement or (ii) one hundred eighty (180) 180 days after the earlier of the effective date of the registration statement for the IPOQualified IPO or for a Direct Listing, the Company receives a request from Holders of at least forty (40%) % of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to an anticipated aggregate offering price, net of Selling Expenses, of at least forty percent (40%) of the Registrable Securities then outstanding$15,000,000 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) 120 days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to 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) four 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, the Company receives a request from Holders of at least forty (40%) 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 outstandingoutstanding having an anticipated aggregate offering price, net of Selling Expenses, of at least $15,000,000, 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 Section 2.1(c) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (i) four 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 forty (40%) 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 outstandingof such Holders having an aggregate offering price, net of Selling Expenses, of at least $10,000,000, 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 Section 2.1(c) and Section 2.3.

Form S-1 Demand. If If, at any time after the earlier of (i) four 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 forty (40%) 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 outstandingSecurities, 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 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) four years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPOIPO on a United States stock exchange, the Company receives a request from Holders of at least forty thirty percent (4030%) 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 outstandingoutstanding with an anticipated aggregate offering price, net of Selling Expenses, of at least $15 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 Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) four 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 forty (40%) 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, 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 Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) four 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 IPOInitial Public Offering, the Company receives a request from Holders of at least forty (40%) 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, 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) four 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 forty (40%) 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 outstandingoutstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would equal or exceed $10 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 Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) four 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 forty seventy-five percent (4075%) 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 outstandingoutstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 million), then the Company shall: shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders 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 at any time after the earlier of (i) four 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 forty fifty percent (4050%) 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 outstandingoutstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10 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, 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 five (i5) four years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPOAgreement, the Company receives a request from Holders of at least forty fifty percent (4050%) 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 outstandingoutstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10 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 practicablesubject to the limitations set forth in this Section 2.1, 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 If, at any time after the earlier of six (i6) four years after the date of this Agreement 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 forty thirty percent (4030%) 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, having the anticipated aggregate offering price, net of Selling Expenses, of at least $10.0 million, then the Company shall: shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days 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) four 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 forty (40%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price of at least forty percent $10.0 million (40%) prior to deduction of the Registrable Securities then outstandingSelling Expenses), 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 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) four 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 forty (40%) 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 outstandingoutstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 million), then the Company shall: 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) four 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 forty (40%) 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%) Registrable Securities, the anticipated aggregate offering price, net of the Registrable Securities then outstandingSelling Expenses, of which exceeds $10 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.

Form S-1 Demand. If at any time after the earlier of (i) four years after the date of this Agreement 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 forty fifty percent (4050%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least forty percent (40%) of the Registrable Securities then outstanding$10,000,000, 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, 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) four 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 forty (40%) 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%) having an aggregate offering price, net of the Registrable Securities then outstandingSelling Expenses, would exceed $10 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 Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) four 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 forty fifty percent (4050%) 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, 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 Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) four 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 forty (40%) 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, 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 Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) four 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 forty (40%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities with an anticipated aggregate offering price, net of Selling Expenses, of at least forty percent (40%) of the Registrable Securities then outstanding$10 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 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) four years after the date of this Agreement or (ii) one hundred eighty (180) that is 180 days after the effective date of the registration statement for the IPO, the Company receives a request from (i) Holders of at least forty percent (40%) of Registrable Securities issued or issuable upon conversion of the Series C Preferred Stock then outstanding, or (ii) Holders of a majority of the Registrable Securities then outstanding outstanding, that the Company file a Form S-1 registration statement with respect to at least forty percent the number of Registrable Securities set forth in such request (40%) provided that, with respect to a request pursuant to Section 2.1(a)(ii), the request must be with respect to a majority of the Registrable Securities then outstanding, where the anticipated aggregate offering price, net of Selling Expenses, would exceed $10 million), then the Company shall: 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) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) four years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of Closing Date (as defined in the registration statement for the IPOMerger Agreement), the Company receives a request from Holders of at least forty percent (40%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstandingwith an anticipated aggregate offering price, net of Selling Expenses, that would exceed $5,000,000, 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 Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) 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 forty (40%) 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%) for which the anticipated aggregate offering price, net of the Registrable Securities then outstandingSelling Expenses, would exceed $15 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 Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) four 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 forty fifty percent (4050%) 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 outstandingoutstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 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, 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) four seven (7) years after the date of this Agreement or (ii) one hundred eighty six (1806) days months after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least forty (40%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstandingoutstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $6 million) that the Company file a Form S-1 registration statement, 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 Section 2.1(c) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (i) four 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 forty (40%) 75% of the Registrable Securities then outstanding issued on the date hereof that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) 25% of the Registrable Securities then outstandingoutstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $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(cSubsections 2.2(c) and 2.3, provided however, the amount of Registrable Securities to be included in the Form S-1 shall not exceed the amount permitted to be registered under the Securities Act.

Form S-1 Demand. If at any time after during the earlier of (i) four years after period commencing on the date of this Agreement or (ii) that is one hundred eighty (180) days after the effective date of the registration statement for the IPOIPO or the Direct Listing, the Company receives a request from Holders of at least forty thirty percent (4030%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) an anticipated aggregate offering price, net of the Registrable Securities then outstandingSelling Expenses, of not less than $10 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 Subsection 2.1(c) and Subsection 2.3.

Form S-1 Demand. If at any time after the earlier of (i) four three (3) years after the date of this Agreement or (ii) one hundred eighty six (1806) days months after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least forty sixty percent (4060%) of the Registrable Securities Series C Preferred Stock then outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities with an anticipated offering price of at least forty percent Five Million Dollars (40%) of the Registrable Securities then outstanding$5,000,000), 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 Section 2.1(c) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (i) four 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 forty percent (40%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty twenty-five percent (4025%) of the Registrable Securities then outstanding, 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 Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) four 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 forty percent (40%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding, 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 thirty (2030) 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) four three (3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from the Requisite Holders of at least forty (40%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstandingoutstanding representing at least an aggregate offering price, net of Selling Expenses, of $10,000,000, 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 Subsections 2.1(c) and 2.3.

Form S-1 Demand. If If, at any time after the earlier of (i) four years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPONovember 22, 2024, the Company receives a request from Holders of at least forty percent (40%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstandingoutstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10,000,000), 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 Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) four 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 forty (40%) 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, outstanding 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 Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) four 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 forty twenty-five percent (4025%) 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 outstandingoutstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $5 million), then the Company shall: shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days 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 Beginning upon the earlier of (i) four 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 forty twenty-five percent (4025%) 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, having the anticipated offering price of at least $3 million, then the Company shall: shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days 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) four years 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 forty (40%) 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 outstandingSecurities, as the case may be, 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 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) four 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 forty (40%) a majority of the Registrable Securities then outstanding that (or a lesser percent if the Company file a Form S-1 registration statement with respect to at least forty percent (40%) anticipated aggregate offering price, net of the Registrable Securities then outstandingSelling Expenses, would exceed $5 million), then the Company shall: shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days 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) four the date that is seven (7) 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 forty twenty-five percent (4025%) 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, 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) four 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 forty (40%) 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 outstandingoutstanding having an anticipated aggregate offering price of at least $5,000,000, 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 S-l registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days 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) four 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 forty (40%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty ten percent (4010%) of the aggregate number of Registrable Securities then 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 (and the FF Beneficial Investor, if the FF Investor is not an Initiating Holder) 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 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) four 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 forty (40%) 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 outstandingoutstanding having an anticipated aggregate offering price of at least $5,000,000, 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 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 If, at any time after the earlier of (i) four years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date consummation of the registration statement for the Company’s IPO, the Company receives a request from the Required Holders of at least forty (40%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to an underwritten offering of at least forty percent (40%) % of the Registrable Securities then outstandingoutstanding covering the registration of Registrable Securities with an anticipated aggregate offering price, net of Selling Expenses, of at least $10,000,000, 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(c2.01(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) four years after the date of this Agreement March 15, 2026 or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPOIPO or Direct Listing, as applicable, the Company receives a request from Holders of at least forty (40%) 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, 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) four years after the date of this Agreement December 31, 2025 or (ii) one hundred eighty (180) 180 days after the effective date of the registration statement for the IPOIPO or Direct Listing, as applicable, the Company receives a request from Holders of at least forty (40%) 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 outstandingoutstanding having an anticipated aggregate offering price, net of Selling Expenses, would exceed $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) 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) four years after the date of this Agreement March 31, 2017 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 forty (40%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 S-l registration statement with respect to at least forty percent (40%) % of the Registrable Securities then outstandingoutstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10 million), then the Company shall: shall (xi) 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 (yii) 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 S-l registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) 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) four years after the third anniversary of the date of this Agreement 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 forty sixty percent (4060%) 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, 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 (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 (i) four 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 forty (40%) 30% of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstandingwith an anticipated aggregate offering price, net of Selling Expenses, of not less than $10,000,000, 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) 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) and 2.3.

Form S-1 Demand. If at any time after following the earlier Company’s issuance of (i) four years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPOConversion Shares, the Company receives a request from Holders of at least forty (40%) 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 outstandingoutstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $5 million), then the Company shall: shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty one hundred eighty (60180) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be 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) four 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 Required Holders of at least forty (40%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price of at least forty percent $10,000,000 (40%) prior to deduction of the Registrable Securities then outstandingSelling Expenses), 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 Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) four 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 forty (40%) 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 outstandingoutstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $5 million), then the Company shall: shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, 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 Section 2.1(c) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (i) four years one year after the date of this Agreement or (ii) one hundred eighty ninety (18090) days after the effective date of the registration statement for the IPOIPO or such longer period after the IPO if the Holders cannot sell their securities as a result of executing a “market stand-off” agreement contemplated by Section 2.10 hereof, the Company receives a request from Holders of at least forty seventy-five percent (4075%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty seventy-five percent (4075%) of the Registrable Securities then outstanding(or a lesser percentage if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 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 forty-five (6045) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other HoldersHolders (including for purposes of this Section 2.1(a), solely for purposes of being allowed to participate in such registration, any SDWG Holder), 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) four 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 forty percent (40%) of the Registrable Securities then outstanding (excluding any Key Holder Registrable Securities) that the Company file a Form S-1 registration statement with respect to at least forty twenty percent (4020%) of the Registrable Securities then outstandingoutstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10 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 Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) four 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 forty (40%) 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 outstandingof such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $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 Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be 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) four 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 forty thirty percent (4030%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to an aggregate offering price, net of Selling Expenses, of at least forty percent (40%) of the Registrable Securities then outstanding$10 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 Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) four 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 forty (40%) 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 outstandingoutstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10 million), then the Company shall: shall (x) 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 At any time after the earlier of (i) four six (6) years after the date of this Agreement the First Closing 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 S-1 Initiating Holders of at least forty (40%) of the Registrable Securities then outstanding that the Company file a Form Faun S-1 registration statement with respect to an anticipated aggregate offering price, net of Selling Expenses, of at least forty percent (40%) of the Registrable Securities then outstanding$10 million), then the Company shall: shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the S-1 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 S-1 Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the S-1 Initiating Holders requested to be registered and any additional Registrable Securities requested to be 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) four 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 forty fifty percent (4050%) 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 outstandingoutstanding having an anticipated aggregate offering price, net of Selling Expenses, of at least $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 Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be 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) four five (5) years after the date of this Agreement Agreement; or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least forty fifty percent (4050%) 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 outstandingwith an anticipated aggregate offering price, net of Selling Expenses, of not less than $10,000,000, 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 Section 2.1(c) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (i) four 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 forty twenty-five percent (4025%) 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, 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 (i) four 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 forty (40%) 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%) 20% of the Registrable Securities then outstandingoutstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $5 million), then the Company shall: shall (xi) 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 (yii) 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 Section 2.1(c) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (i) four years after the date of this Agreement or (ii) that is one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least forty (40%) 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 outstandingoutstanding having an aggregate offering price, net of Selling Expenses, of at least fifteen (15) million dollars, 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) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) four 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 forty fifty percent (4050%) 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, 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 Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) four years after following the date of this Agreement or (ii) that is one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least forty (40%) 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 outstandingoutstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10,000,000), 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 Section 2.1(c) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (i) four two 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 IPO, the Company receives a request from Holders of at least forty (40%) 51% 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 outstandingoutstanding with anticipated aggregate offering price, net of Selling Expenses, of at least US$10 million, then the Company shall: 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) days practicable after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to 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) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) four 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 forty (40%) a majority of the Registrable Securities Common Stock issued or issuable upon conversion of the Preferred Stock then outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding, 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 (i) four years after the date eighteen (18) month anniversary of this Agreement or the Closing and (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPOANDA Approval is obtained, the Company Acquiror receives a request in writing from one or more Holders of at least forty (40%) a majority of the Registrable Securities then outstanding that the Company as of such time cannot be sold under SEC Rule 144 without volume or time limitations, that Acquiror file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstandingheld by such Holders, then the Company shall: Acquiror shall (x) within ten (10) days after the date such request is givenreceived, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given received by the Initiating HoldersAcquiror, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating 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 Acquiror within twenty (20) days of the date the Demand Notice is givenreceived, 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) four 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 forty (40%) 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 if the anticipated aggregate offering price (40%exclusive of underwriters’ discounts and commission) of the Registrable Securities then outstandingwould 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) four five (5) years after the date of this the execution of the Prior 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 forty (40%) 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, 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 Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) 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 forty (40%) 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, 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 Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) four 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 forty fifty percent (4050%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) for an aggregate offering price, net of the Registrable Securities then outstandingSelling Expenses, that would exceed $5 million, then the Company shall: shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) use its best efforts to, as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by 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) four years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date consummation of the registration statement for the IPOMerger, the Company receives a request from Holders of at least forty fifteen percent (4015%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least forty percent ten million dollars (40%) of the Registrable Securities then outstanding$10,000,000), 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 reasonably practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty ten (2010) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(cSection 2.1(f) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (i) four 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 (other than the Key Holders) of at least forty twenty-five percent (4025%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to an offering with an anticipated aggregate offering price, net of Selling Expenses, of at least forty percent (40%) of the Registrable Securities then outstanding$10 million, then the Company shall: shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days 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) four 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 forty fifty percent (4050%) 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 outstandingoutstanding with an anticipated aggregate offering price, net of Selling Expenses, of at least $2 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 Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) four 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 forty (40%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to outstanding Registrable Securities having an anticipated aggregate offering price, net of Selling Expenses, of at least forty percent (40%) of the Registrable Securities then outstanding$10,000,000, 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) 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 Section 2.1(c) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (i) four 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 forty (40%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least forty percent (40%) of the Registrable Securities then outstanding$10.0 million, then the Company shall: 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) four 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 forty fifty percent (4050%) 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, 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 Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) four 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 forty (40%) 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 outstandingoutstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 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 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 (ia) four 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 (i) with respect to clause (a), Holders of at least forty (40%) a majority of the Registrable Securities then outstanding outstanding, or (ii) with respect to clause (b), Holders of 20% or more of the Registrable Securities then outstanding, that the Company Company, file a Form S-1 registration statement with respect to at least forty percent any Registrable Securities then outstanding (40%) of and the Registrable Securities then outstandingsubject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least $25,000,000), then the Company shall: 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) four years after the date of this Agreement 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 forty (40%) 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 underwriting discounts, selling commissions, and stock transfer taxes would exceed $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 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).