Common use of Form F-1 Demand Clause in Contracts

Form F-1 Demand. If at any time after the earlier of (i) one hundred eighty (180) days following the effective date of the Registration Statement for the IPO and (ii) such date, if any, on which the underwriters for the IPO, pursuant to the lock-up agreements between the Investors and the underwriters for the IPO, consent to the making of a demand for, or the exercise of any right with respect to, the registration of any Registrable Securities, the Company receives a request from MTN and/or Rocket that the Company file a Form F-1 Registration Statement with respect to such number of Registrable Securities that would result in anticipated aggregate offering proceeds, net of Selling Expenses, of at least $20 million, then the Company shall (x) within five (5) Business Days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holder(s); and (y) as soon as practicable, and in any event within thirty (30) days after the date such request is given by the Initiating Holder(s), file a Form F-1 Registration Statement under the Securities Act covering all Registrable Securities that the Initiating Holder(s) requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within five (5) Business Days of the date the Demand Notice is given, and in each case, subject to Subsection 2.1(c), Subsection 2.1(d) and Subsection 2.3.

Form F-1 Demand. If at any time after the earlier of (i) the expiration of thirty (30) months after the date of this Agreement or (ii) one hundred eighty (180) days following after the effective date of the Registration Statement registration statement for the IPO and (ii) such date, if any, on which the underwriters for the Qualifying IPO, pursuant to the lock-up agreements between the Investors and the underwriters for the IPO, consent to the making of a demand for, or the exercise of any right with respect to, the registration of any Registrable Securities, the Company receives a request from MTN and/or Rocket Holders of thirty-three percent (33%) of the Registrable Securities then outstanding that the Company file a registration statement (which shall be on Form F-1 Registration Statement F-1, if filed in the U.S.) with respect to such number at least thirty-three percent (33%) of the Registrable Securities that would result in then outstanding (or a lesser percent if the anticipated aggregate offering proceedsprice, net of Selling Expenses, of at least would exceed $20 5 million), then the Company shall (xi) within five ten (510) Business Days days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holder(s)Holders; and (yii) as soon as practicable, and in any event within thirty sixty (3060) days after the date such request is given by the Initiating Holder(s)Holders, file a registration statement (which shall be on Form F-1 Registration Statement under the Securities Act Act, if filed in the U.S.) covering all Registrable Securities that the Initiating Holder(s) Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within five twenty (520) Business Days of days after the date the Demand Notice is given, and in each case, subject to Subsection the limitations of Section 2.1(c), Subsection 2.1(d) and Subsection (d) and Section 2.3.

Form F-1 Demand. If at any time after the earlier of ninety (i) one hundred eighty (18090) days following after the effective date of the Registration Statement for the IPO and (ii) such date, if any, on which the underwriters for the IPO, pursuant a registration statement relating to the lock-up agreements between the Investors and the underwriters for the IPO, consent to the making of a demand for, or the exercise of any right with respect to, the registration of any Registrable Securities, U.S. Listing the Company receives a request from MTN and/or Rocket (i) for so long as it remains a Holder of at least 50% of Investor Shares (subject to appropriate adjustment for any share splits, share dividends, combinations, recapitalizations and the like) (such number of Investor Shares, the “Minimum Shares”), New Enterprise Associates 17, L.P. (together, with its Affiliates, “NEA”), or (ii) in the event that NEA is no longer a Holder of the Minimum Shares, Holders of at least fifty percent (50%) of the Investor Shares then held by Holders (the Holders in clauses (i) or (ii), as applicable, the “Required Holders”), that the Company file a Form F-1 Registration Statement registration statement with respect to the U.S. Investor Shares then held by such number of Registrable Securities that would result in anticipated aggregate offering proceeds, net of Selling Expenses, of at least $20 millionInitiating Holders, then the Company shall (x) within five ten (510) Business Days days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holder(s)Holders; and (y) as soon as practicable, and in any event within thirty use its best efforts to file (30i) days after the date such request is given by the Initiating Holder(s), file a Form F-1 Registration Statement or, if applicable, Form S-1 registration statement under the Securities Act or (ii) if the Company is eligible, a Form F-3 or, if applicable, Form S-3 registration statement under the Securities Act, in each case covering all Registrable Securities U.S. Investor Shares that the Initiating Holder(s) Holders requested to be registered and any additional Registrable Securities U.S. Investor Shares requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within five twenty (520) Business Days days of the date the Demand Notice is given, and in each case, subject to Subsection 2.1(cthe limitations of Subsections 2.1(b), Subsection 2.1(d) and Subsection 2.3.

Form F-1 Demand. If at any time after during the earlier of (i) time period commencing immediately following one hundred eighty (180) days following after the effective date of the Registration Statement registration statement for the IPO and (ii) or earlier upon expiration or waiver of any lockup applicable to such dateHolders party hereto), if any, on with respect to an IPO which the underwriters for the IPO, pursuant to the lock-up agreements between the Investors and the underwriters for the IPO, consent to the making of is not a demand forSPAC Transaction, or following the exercise closing of the Merger Agreement and expiration or waiver of any right lockup applicable to such Holders party hereto, with respect toto an IPO which is a SPAC Transaction, the registration of any Registrable Securitiesand in all cases ending five (5) years thereafter, the Company receives a written request from MTN and/or Rocket the Investor Majority that the Company file a Form F-1 Registration Statement with respect to such number registration statement covering at a minimum the public sale of Preferred Registrable Securities that would result in anticipated having an estimated aggregate public offering proceeds, price (net of Selling Expenses, underwriting discounts and commissions) of at least $20 millionfive million dollars (US$5,000,000), then the Company shall (x) within five fourteen (514) Business Days days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holder(s); Holders, and (y) as soon as practicable, and in any event within thirty ninety (3090) days after the date such request is given by the Initiating Holder(s)Holders, file a Form F-1 Registration Statement registration statement under the Securities Act covering all Registrable Securities that the Initiating Holder(s) Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other HoldersHolder, as specified by notice given by each such Holder to the Company within five twenty (520) Business Days days of the date the Demand Notice is given, and in each case, subject to Subsection the limitations of Subsections 2.1(c), Subsection 2.1(d) and Subsection 2.3.