Common use of Form S-3 Demand Clause in Contracts

Form S-3 Demand. If at any time following the date of the Prospectus for the IPO and when the Company is eligible to use a Form S-3, the Company receives a request from either (i) the Lead B Investor or (ii) Holders of (individually or in the aggregate) the greater of 12.5% of the Registrable Securities or $20,000,000 of Registrable Securities (calculated based on the market price of the Registrable Securities on the date on which the Company receives the written request for such registration) that the Company file a Form S-3 (which Form S-3 registration, at the request of the Initiating Holders, may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act) with respect to outstanding Registrable Securities of the Lead B Investor or Holders having an aggregate value of at least $20,000,000 (calculated based on the market price of the Registrable Securities on the date on which the Company receives the written request for such registration), then the Company shall (x) within two business days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (y) file, as soon as practicable but in no event later than 30 days after the date such request is given by the Initiating Holders, a Form S-3 covering the Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within three business days of the date the Demand Notice is given, or such shorter period as may be reasonably requested under the circumstances, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3. If the Initiating Holders request, and if the Company is a Well-Known Seasoned Issuer (as defined in Rule 405 promulgated under the Securities Act), the Company shall cause such Form S-3 to be made pursuant to an Automatic Shelf Registration Statement and, if then permitted, will omit the names of the participating Holders and the amount of the Registrable Securities to be offered thereunder if so requested by the Initiating Holders.

Form S-3 Demand. If at any time following the date of the Prospectus for the IPO and when the Company it is eligible to use a Form S-3S-3 registration statement, the Company receives a request from either (i) the Lead B Investor or (ii) Holders of (individually or in the aggregate) the greater of 12.5% of the Registrable Securities or $20,000,000 of Registrable Securities (calculated based on the market price of the Registrable Securities on the date on which the Company receives the written request for such registration) any Major Stockholder that the Company file a Form S-3 (which Form S-3 registration, at the request of the Initiating Holders, may be a shelf registration pursuant to Rule 415 promulgated statement under the Securities ActAct (each, a “Short-Form Registration”) with respect to outstanding Registrable Securities of the Lead B Investor or Holders such Initiating Holder(s) having an anticipated aggregate value offering price of at least five million dollars ($20,000,000 (calculated based on the market price of the Registrable Securities on the date on which the Company receives the written request for such registration5,000,000), then the Company shall (xi) within two business twenty (20) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; Holder(s), and (yii) file, as soon as practicable but practicable, and in no any event later than 30 within sixty (60) days after the date such request is given by the Initiating HoldersHolder(s), file a Short-Form S-3 Registration covering the all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within three business twenty (20) days of the date the Demand Notice is given, or such shorter period as may be reasonably requested under the circumstances, and in each case, subject to the limitations of Section 2.1(c) and Section 2.32.4. If The Major Stockholder making any request for a Short-Form Registration may request (a “Shelf Registration Request”) that such Short-Form Registration be made pursuant to Rule 415 under the Initiating Holders request, Securities Act (a “Shelf Registration Statement”) and (if the Company is a Well-Known Seasoned Issuer WKSI at the time any such request is submitted to the Company or will become one by the time of the filing of such Shelf Registration Statement) that such Shelf Registration Statement be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) (an “Automatic Shelf Registration Statement”), and the Company shall cause use its reasonable best efforts to maintain such Form S-3 to be made registration statement continuously effective under the Securities Act until the earlier of (i) the date that all Registrable Securities have been sold pursuant to an Automatic the Shelf Registration Statement and, if then permitted, will omit or another registration statement under the names Securities Act (but in no event prior to the applicable period set forth in Section 4(a)(3) of the participating Holders Securities Act and Rule 174 thereunder or (ii) the date that no Holder holds Registrable Securities registered under such Shelf Registration Statement. If on the date of the Shelf Registration Request the Company is a WKSI, then the Shelf Registration Request may request Registration of an unspecified amount of the Registrable Securities to be offered thereunder if so requested sold by unspecified Holders. If on the Initiating Holdersdate of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered. The Company shall provide to the Investors the information necessary to determine the Company’s status as a WKSI upon request. Each Major Stockholder shall be entitled to request an unlimited number of Short-Form Registrations pursuant to this Section 2.1(b).

Form S-3 Demand. If Subject to the terms and conditions of this Agreement, from and after the Registration Rights Date, if at any time following the date of the Prospectus for the IPO and when the Company it is eligible to use a Form S-3S-3 registration statement, the Company Parent receives a request from either (i) the Lead B Investor or (ii) from Holders of at least twenty five percent (individually or in the aggregate25%) the greater of 12.5% of the Registrable Securities or $20,000,000 of Registrable Securities (calculated based on the market price of the Registrable Securities on the date on which the Company receives the written request for such registration) then outstanding that the Company Parent file a Form S-3 registration statement and (which Form S-3 registration, at the request of the Initiating Holders, may be a shelf registration pursuant to Rule 415 promulgated under the Securities Actii) with respect to outstanding Registrable Securities of the Lead B Investor or such Holders having an anticipated aggregate value offering price, net of Selling Expenses, of at least twenty-five million dollars ($20,000,000 25,000,000) (calculated based on each, a “Short-Form Registration” and collectively with each Long-Form Registration, the market price “Demand Registrations”), which request shall specify the number of the Registrable Securities on required to be included in the date on which the Company receives the written request for such registration)registration statement described therein, then the Company Parent shall (x1) within two business ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (y2) file, (x) as soon as practicable but practicable, and in no any event later than 30 within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering the all Registrable Securities requested to be included in such registration Short-Form Registration by any other Holders, as specified by notice given by each such Holder to the Company Parent within three business ten (10) days of after the date the Demand Notice is given, or such shorter period as may be reasonably requested under the circumstances, and in each case, subject to the limitations of Section Sections 2.1(c) and Section 2.3. If the Initiating Holders request2.2, and (y) shall, if the Company is a Well-Known Seasoned Issuer (as defined in Rule 405 promulgated under the Securities Act)applicable, the Company shall use its commercially reasonable efforts to cause such registration statement on Form S-3 to be made declared effective by the SEC as soon as practicable thereafter; provided, that if, prior to any request for registration pursuant to an Automatic Shelf this Section 2.1(b), Parent exercises its Right of First Offer, then, for purposes of determining whether a request for a Short-Form Registration Statement andincludes a sufficient number and/or value of Registrable Securities in accordance with this Section 2.1(b), if then permitted, will omit any Parent Shares acquired by Parent pursuant to the names exercise of the participating Holders and the amount Right of the Registrable Securities to First Offer shall be offered thereunder counted as if so requested by the Initiating Holderssuch Parent were included in such Short-Form Registration.

Form S-3 Demand. If at any time following the date of the Prospectus for the IPO and when the Company it is eligible to use a Form S-3S-3 registration statement, the Company receives a request from either (i) the Lead B Investor or (ii) Holders of at least twenty percent (individually or in the aggregate20%) the greater of 12.5% of the Registrable Securities or $20,000,000 of Registrable Securities (calculated based on the market price of the Registrable Securities on the date on which the Company receives the written request for such registration) then outstanding that the Company file a Form S-3 (which Form S-3 registrationregistration statement, at the request of the Initiating Holders, may including for an offering to be made on a shelf registration continuous or delayed basis pursuant to SEC Rule 415 promulgated under the Securities Act) Act (or any similar rule that may be adopted by the SEC covering such Registrable Securities), with respect to outstanding Registrable Securities of the Lead B Investor or such Holders having an anticipated aggregate value offering price, net of Selling Expenses, of at least $20,000,000 (calculated based on the market price of the Registrable Securities on the date on which the Company receives the written request for such registration)1,000,000, then the Company shall (xi) within two business ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (yii) file, as soon as practicable but practicable, and in no any event later than 30 within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering the all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within three business twenty (20) days of the date the Demand Notice is given, or such shorter period as may be reasonably requested under the circumstances, and in each case, subject to the limitations of Section Subsection 2.1(c) and Section Subsection 2.3. If ; provided, that, in the Initiating Holders requestcase of a registration pursuant to this Subsection 2.1(b), (i) to the extent the Company is then a WKSI, it shall use its best efforts to file and cause to be immediately effective a registration statement that shall constitute an Automatic Registration Statement and (ii) if the Company is not then a Well-Known Seasoned Issuer WKSI, it shall use its best efforts to file the registration statement, in each case, within time periods specified in this Subsection 2.1(b). (a) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Subsection 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as defined in Rule 405 promulgated long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act), then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety (90) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than an Excluded Registration. (b) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(a) (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) after the Company has effected two (2) registrations pursuant to Subsection 2.1(a); or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to be a request made pursuant to an Automatic Shelf Subsection 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(b) (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (ii) if the Company has effected two (2) registrations pursuant to Subsection 2.1(b) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Subsection 2.1(d) until such time as the applicable registration statement has been declared effective by the SEC and shall have remained effective for one hundred eighty (180) days (excluding any periods of time during which such Registration Statement is tolled or suspended pursuant to Subsection 2.1(c) or this Subsection 2.1(d)) or such shorter period as may be required to sell all Registrable Securities included in such relevant Registration Statement, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.1(d). Notwithstanding the foregoing, in no event shall a registration be deemed to have been effected (i) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other Governmental Authority or court for any reason other than a misrepresentation or an omission by any Holder and, if then permittedas a result thereof, will omit the names of the participating Holders and the amount of the Registrable Securities requested to be offered thereunder registered cannot be completely distributed in accordance with the plan of distribution set forth in the related Registration Statement or (ii) if so requested the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than solely by the Initiating Holdersreason of an act or omission by any Holder.

Form S-3 Demand. If at any time (i) Subject to Section 4.1(c) and Section 4.5, if, following the date of the Prospectus for the IPO and when the Company is eligible to use a Form S-3HOOPP Demand Date, the Company receives a request Demand Registration pursuant to this Section 4.1(a)(i) from either (i) the Lead B Investor or (ii) Holders HOOPP Stockholder for the filing of (individually or in the aggregate) the greater of 12.5% of the Registrable Securities or $20,000,000 of Registrable Securities (calculated based on the market price of the Registrable Securities on the date on which the Company receives the written request for such registration) that the Company file a Form S-3 Registration Statement (which or other short form registration then available) (a “Form S-3 registration, at the request of the Initiating Holders, may be a shelf registration pursuant to Rule 415 promulgated under the Securities ActS-3”) with respect to outstanding Registrable Securities of held by the Lead B Investor or Holders HOOPP Stockholder having an anticipated gross aggregate value offering price of at least $20,000,000 (calculated based on the market price of the Registrable Securities on the date on which the Company receives the written request for such registration)250,000,000, then the Company shall (x) within two business days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (y) file, as soon as practicable but in no event later than 30 180 days after the date such request is given by the Initiating HoldersHOOPP Stockholder, the Company shall file a Form S-3 covering for the registration under the Securities Act of all Registrable Securities which the HOOPP Stockholder has requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within three business days of the date the Demand Notice is given, or such shorter period as may be reasonably requested under the circumstances, and in each caseregistered, subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The Company shall use its reasonable best efforts to obtain effectiveness of Section 2.1(c) and Section 2.3. If the Initiating Holders requestsuch Form S-3, and if the Company is a Well-Known Seasoned Issuer (as defined in Rule 405 promulgated registration of such Registrable Securities under the Securities Act), as promptly as practicable following such filing and to maintain such effectiveness for the lesser of six months or until all the Registrable Securities registered on such Form S-3 have been sold. (ii) Subject to Section 4.1(c) and Section 4.5, if, at any time after the IPO, the Company receives a Demand Registration pursuant to this Section 4.1(a)(ii) from the Founder Stockholder for the filing of a Form S-3 with respect to Registrable Securities held by the Founder Stockholder having an anticipated gross aggregate offering price of at least $250,000,000, then within 180 days after the date such request is given by the Founder Stockholder, the Company shall cause file a Form S-3 for the registration under the Securities Act of all Registrable Securities which the Founder Stockholder has requested be registered, subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The Company shall use its reasonable best efforts to obtain effectiveness of such Form S-3, and the registration of such Registrable Securities under the Securities Act, as promptly as practicable following such filing and to maintain such effectiveness for the lesser of six months or until all the Registrable Securities registered on such Form S-3 to be made pursuant to an Automatic Shelf Registration Statement and, if then permitted, will omit the names of the participating Holders and the amount of the Registrable Securities to be offered thereunder if so requested by the Initiating Holdershave been sold.

Form S-3 Demand. If at any time following the date of the Prospectus for the IPO and when the Company it is eligible to use a Form S-3S‑3 registration statement, the Company receives a request from either (i) the Lead B Investor or (ii) Holders of (individually or in the aggregate) the greater of 12.5% of the Registrable Securities or $20,000,000 of Registrable Securities (calculated based on the market price of the Registrable Securities on the date on which the Company receives the written request for such registration) that the Company file a Form S-3 (which Form S-3 registration, at the request of the Initiating Holders, may be a shelf S‑3 registration pursuant to Rule 415 promulgated under the Securities Act) statement with respect to outstanding Registrable Securities of the Lead B Investor all or Holders having an aggregate value of at least $20,000,000 (calculated based on the market price any portion of the Registrable Securities on the date on which the Company receives the written request for such registration)of Investor, then the Company shall (x) within two business days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (y) file, as soon as practicable but reasonably practicable, and in any event no event later than 30 thirty (30) days after the date such request is given by the Initiating HoldersInvestor, file a Form S-3 S‑3 registration statement or any comparable or successor form or forms under the Securities Act covering the all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within three business days of the date the Demand Notice is given, or such shorter period as may be reasonably requested under the circumstances, and in each caseInvestor, subject to the limitations of Section Subsections 2.1(c), (d) and Section 2.32.3 and use its best efforts to cause such registration to be effected as would permit or facilitate the sale and distribution of all of such Registrable Securities as specified in the request. At such time as the Company is qualified for the use of a Form S-3 registration statement, or the then appropriate form, for an offering to be made on a delayed on continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Shelf Registration Statement”), the holders of Registrable Securities shall have the right to request registration under on a Shelf Registration Statement (a “Shelf Registration”). If the Initiating Holders request, Shelf Registration Statement is initially filed on Form S-1 and if thereafter the Company is a Well-Known Seasoned Issuer (as defined in Rule 405 promulgated under the Securities Act)becomes eligible to use Form S-3 for secondary sales, the Company shall shall, as promptly as practicable, cause such Form S-3 to be made pursuant to an Automatic Shelf Registration Statement andto be amended, if then permitted, will omit or shall file a new replacement Shelf Registration Statement on Form S-3. The Company shall prepare and file with (or confidentially submit to) the names of the participating Holders and the amount Commission a Shelf Registration Statement covering all of the Registrable Securities that the holders thereof have requested to be offered thereunder if so requested included in such Shelf Registration within 30 days after the date on which the initial request is given and shall use its reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Initiating HoldersSEC as soon as practicable thereafter.

Form S-3 Demand. If at any time following the date of the Prospectus for the IPO and when the Company it is eligible to use a Form S-3S-3 registration statement, the Company receives a request from either (i) the Lead B Investor or (ii) Holders of (individually or in the aggregate) the greater of 12.5% of the Registrable Securities or $20,000,000 of Registrable Securities (calculated based on the market price of the Registrable Securities on the date on which the Company receives the written request for such registration) a Holder that the Company file a Form S-3 (which Form S-3 registration, at the request of the Initiating Holders, may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act) statement with respect to outstanding Registrable Securities of the Lead B Investor or such Holders having an anticipated aggregate value offering price, net of underwriting discounts, selling commissions, and stock transfer taxes, of at least $20,000,000 (calculated based on the market price of the Registrable Securities on the date on which the Company receives the written request for such registration)1 million, then the Company shall (xi) within two business ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating HoldersHolder; and (yii) file, as soon as practicable but practicable, and in no any event later than 30 within forty-five (45) days after the date such request is given by the Initiating HoldersHolder, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities that the Initiating 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 three business twenty (20) days of the date the Demand Notice is given, or such shorter period as may be reasonably requested under the circumstances, and in each case, subject to the limitations of Section Subsections 2.1(c), (d) and Section (g) and 2.3. If ; provided, however, that the Company may, at its option, elect to register all Registrable Securities held by the Initiating Holder and any other Holders requestproviding such notice on a Shelf Registration Statement. The Company shall deliver notice to all Holders at least forty-five (45) days prior to the first day on which the Company expects to be eligible to use a Form S-3 registration statement, and if the Company is shall use commercially reasonable efforts to file a Well-Known Seasoned Issuer (as defined in Rule 405 promulgated under the Securities Act), the Company shall cause such Form S-3 to be made pursuant to an Automatic registration statement (or Shelf Registration Statement and, if then permitted, will omit the names of the participating Holders and the amount of the Registrable Securities to be offered thereunder if so requested by the Initiating Holders) covering all Registrable Securities that the Holders request to be registered in accordance with this Subsection 2.1(b) prior to such date promptly after the first day on which the Company is eligible to use a Form S-3 registration statement.

Form S-3 Demand. (a) If at any time following the date of the Prospectus for the IPO and when the Company it is eligible to use a Form S-3S-3 registration statement, the Company receives a request from either (i) the Lead B Investor or (ii) Holders of at least twenty percent (individually or in the aggregate20%) the greater of 12.5% of the Registrable Securities or $20,000,000 then outstanding (inclusive of any Registrable Securities (calculated based on the market price issuable upon conversion of the Registrable Securities on the date on which the Company receives the written request for such registrationany Preferred Stock then outstanding) that the Company file a Form S-3 (which Form S-3 registration, at the request of the Initiating Holders, may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act) statement with respect to outstanding Registrable Securities of the Lead B Investor or such Holders having an anticipated aggregate value offering price, net of Selling Expenses, of at least $20,000,000 (calculated based on the market price of the Registrable Securities on the date on which the Company receives the written request for such registration)25 million, then the Company shall (xi) within two business ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (yii) file, as soon as practicable but practicable, and in no any event later than 30 within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering the all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within three business twenty (20) days of the date the Demand Notice is given, or such shorter period as may be reasonably requested under the circumstances, and in each case, subject to the limitations of Sections 2.1(b) and 2.3. (b) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Section 2.1, a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s board of directors (the “Board of Directors”) it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety (90) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered. (c) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(a) (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (ii) if the Company has effected two registrations pursuant to Section 2.1(a) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Section 2.1(c) and Section 2.3. If until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders requestwithdraw their request for such registration, elect not to pay the registration expenses therefor, and if the Company is a Well-Known Seasoned Issuer (as defined in Rule 405 promulgated under the Securities Act), the Company shall cause such Form S-3 forfeit their right to be made one demand registration statement pursuant to an Automatic Shelf Registration Statement andSection 2.6, if then permitted, will omit the names in which case such withdrawn registration statement shall be counted as “effected” for purposes of the participating Holders and the amount of the Registrable Securities to be offered thereunder if so requested by the Initiating Holdersthis Section 2.1(c).

Form S-3 Demand. After securities of the Company have been listed on any U.S. stock exchange, the Company shall use commercially reasonable efforts to qualify and remain qualified to register securities under the Securities Act pursuant to a Registration Statement on Form S-3 or any successor form thereto. If at any time following the date of the Prospectus for the IPO and when the Company it is eligible to use a Form S-3S-3 registration statement, the Company receives a request from either holders of at least ten percent (i10%) the Lead B Investor or (ii) Holders of (individually or in the aggregate) the greater of 12.5% of the Registrable Securities or $20,000,000 of Registrable Securities (calculated based on the market price of the Registrable Securities on the date on which the Company receives the written request for such registration) then outstanding that the Company file a Form S-3 registration statement (which Form S-3 registration, at the request or a prospectus supplement for an offering of the Initiating Holders, may be a shelf registration pursuant to Rule 415 promulgated under the Securities ActRegistrable Securities) with respect to outstanding Registrable Securities of the Lead B Investor or such Holders having an anticipated aggregate value offering price of at least $20,000,000 25,000,000 (calculated based on the market price of the or covers all remaining Registrable Securities on held by the date on which the Company receives the written request for such registrationInitiating Stockholders), then the Company shall (xi) within two business ten (10) days after the date such request is givengiven (or, in the case of a prospectus supplement, as soon as practical), give a Demand Notice to all Holders Stockholders other than the Initiating HoldersStockholders; and (yii) file, as soon as practicable but practicable, and in no any event later than 30 within forty-five (45) days (or, in the case of a prospectus supplement, within ten (10) days) after the date such request is given by the Initiating HoldersStockholders, file a Form S-3 registration statement or a prospectus supplement, as applicable, under the Securities Act covering all Registrable Securities that the Initiating Stockholders requested to be registered or offered and any additional Registrable Securities requested to be included in such registration or offering by any other Holders, as specified by notice given by each such Holder to the Company within three business twenty (20) days of the date the Demand Notice is given, given (or such shorter period as may within three (3) business days in the case of an offering to be reasonably requested undertaken by way of a prospectus supplement to a Form S-3 registration statement under the circumstancesSecurities Act), and in each case, subject to the limitations of Section 2.1(cSections 14.1(c) and Section 2.314.3. If After the Initiating Holders request, and if the Company is effectiveness of a Well-Known Seasoned Issuer (as defined in Rule 405 promulgated Form S-3 registration statement under the Securities ActAct for an offering to be made on a delayed or continuous basis (a “Shelf Registration Statement”), the Company applicable participating Holders shall cause also be entitled, from time to time during the effectiveness of such Form S-3 registration statement, to be made pursuant request and require the Company to an Automatic Shelf Registration Statement and, if then permitted, will omit prepare and file a prospectus supplement to such Form S-3 registration statement to effect the names of the participating Holders and the amount sale of the Registrable Securities registered under such Form S-3 registration statement according to be offered thereunder if so requested by the Initiating Holdersprocedures described in the preceding sentence. In the case of a Shelf Registration Statement, a filing of a prospectus supplement with respect to the Shelf Registration Statement for an underwritten offering will count toward the maximum number of registrations permitted hereunder.

Form S-3 Demand. (i) If at any time following the date of the Prospectus for the IPO and when the Company it is eligible to use a Form S-3S-3 registration statement or is reasonably expected to be eligible within forty five (45) days thereof, the Company receives a request from either (i) the Lead B Investor or (ii) Holders of at least fifteen percent (individually or in the aggregate15%) the greater of 12.5% of the Registrable Securities or $20,000,000 of Registrable Securities (calculated based on the market price of the Registrable Securities on the date on which the Company receives the written request for such registration) then outstanding that the Company file a Form S-3 (which Form S-3 registration, at the request of the Initiating Holders, may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act) statement with respect to outstanding Registrable Securities of the Lead B Investor or such Holders having an anticipated aggregate value offering price, net of Selling Expenses, of at least $20,000,000 (calculated based on the market price of the Registrable Securities on the date on which the Company receives the written request for such registration)1 million, then the Company shall (x) within two business twenty (20) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; Holders and (y) file, as soon as practicable but practicable, and in no any event later than 30 within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering the all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within three business twenty (20) days of the date the Demand Notice is given, or such shorter period as may be reasonably requested under the circumstances, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3. If All written requests from any Holder or Holders to effect a registration on Form S-3 pursuant to this Section 2.1(b) shall indicate whether such Holder(s) intend to effect an offering promptly following effectiveness of the Initiating registration statement or whether, pursuant to Section 2.4(a), they intend for the registration statement to remain effective so that they may effect the offering on a delayed basis (a “Shelf Request”). (ii) In the event a Form S-3 is filed pursuant to a Shelf Request, upon a written request from any Holder or Holders request, and if that is entitled to sell securities pursuant to such Form S-3 without filing a post-effective amendment that the Company is effect an offering with respect to Registrable Shares (a Well-Known Seasoned Issuer (as defined in Rule 405 promulgated under the Securities Act“Takedown”), the Company shall cause will, as soon as practicable, (x) deliver a notice relating to the proposed Takedown to all other Holders who are named or are entitled to be named as selling shareholder in such Form S-3 to be made pursuant to an Automatic without filing a post-effective amendment thereto and (y) promptly (and in any event not later than twenty (20) days after receiving such request) supplement the prospectus included in the Shelf Registration Statement and, if then permitted, will omit as would permit or facilitate the names sale and distribution of the participating Holders and the amount all or such portion of the Registrable Securities to be offered thereunder if so requested by the Initiating Holders.’ Registrable Shares as are specified in such request together with the Registrable Shares requested to be included in such Takedown by any other Holders who notify the Company in writing within ten (10) Business Days after receipt of such notice from the Company