Common use of Form S-1 Demand Clause in Contracts

Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five percent (25%) of the Registrable Securities then outstanding, having the anticipated aggregate offering price, net of Selling Expenses, of at least $5.0 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (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 Subsections 2.1(c) and 2.3.

Form S-1 Demand. If In the event that, for any reason, the Company is unable to comply with the provisions of Section 6.1(a), at any time after the earlier of one hundred eighty (i180) five (5) years after the date of this Agreement or (ii) six (6) months after days from the effective date of the Form S-1 registration statement for in connection with the IPO, if the Company receives a request from Holders of at least twenty-five percent the Majority Investor(s) (25%the “Initiating Investors”) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five percent (25%) of the Registrable Securities Conversion Shares then outstanding, outstanding having the an anticipated aggregate offering price, net of Selling Expensesselling expenses, of at least five million dollars ($5.0 million5,000,000), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders Investors other than the Initiating HoldersInvestors; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating HoldersInvestors, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities Conversion Shares that the Initiating Holders Investors requested to be registered and any additional Registrable Securities Conversion Shares requested to be included in such registration by any other HoldersInvestors, 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 Subsections 2.1(cSection 6.1(d) and 2.3Section 6.3, provided, however, that the Initiating Investors may not invoke this right more than twice.

Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five forty percent (2540%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five forty percent (2540%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5.0 10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of Major Investors holding at least twenty-five thirty percent (2530%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five fifty percent (2550%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5.0 10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty 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 Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) five three (53) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of Investors holding at least twenty-five percent (25%) 30% of the Registrable Securities then outstanding and held by the Investors that the Company file a Form S-1 registration statement with respect to at least twenty-five percent (25%) of the outstanding Registrable Securities then outstanding, of such Holders having the an anticipated aggregate offering price, net of Selling Expenses, of at least $5.0 30 million, then the Company shall (x) within ten (10) days after the date receipt by the Company of such request is givennotice, 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 Subsections Sections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date of this Agreement June 28, 2022 or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five sixty percent (2560%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five forty percent (2540%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5.0 15 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections Sections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (ia) five (5) years after the date of this Agreement or (iib) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five percent (25%) 50% of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five percent any Registrable Securities then outstanding (25%) of and the Registrable Securities then outstanding, having the subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least $5.0 million10,000,000), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “a Demand Notice”) Notice to all Holders other than the Initiating Holders; , and (yii) use commercially reasonable efforts to as soon as practicable, and in any event within sixty ninety (6090) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of after the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 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) five three (53) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the Qualifying IPO, if the Company receives a request from Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five fifty percent (2550%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5.0 5 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five forty percent (2540%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5.0 10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) five the seven (57) years after the date year anniversary of this Agreement or Agreement, and (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five fifty percent (2550%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five twenty percent (2520%) of the Registrable Securities then outstanding, having or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5.0 5 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections Section 2.1(c) and Section 2.3., and (z) use its best efforts to cause such registration statement to be declared effective by the SEC as soon as practicable but in no event later than one hundred eighty (180) days after such request.

Form S-1 Demand. If at any time after the earlier of (i) five four (54) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from the Holders of at least twenty-five thirty percent (2530%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five thirty percent (2530%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5.0 10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections Sections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) five three (53) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five forty percent (2540%) of the Registrable Securities then outstanding, having outstanding or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5.0 15 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections Subsection 2.1(c) and Subsection 2.3.

Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five thirty percent (2530%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five forty percent (2540%) of the Registrable Securities then outstanding, having outstanding or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5.0 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 Subsections Subsection 2.1(c) and Subsection 2.3.

Form S-1 Demand. If at any time after the earlier of (i) five four (54) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five fifty percent (2550%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five forty percent (2540%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5.0 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 Subsections 2.1(cSection 2.1(d) and Section 2.3.

Form S-1 Demand. If (i) at any time after the earlier fourth (4th) anniversary of (i) five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the registration statement for the IPOAgreement, if the Company receives a request from Holders of at least twenty-five thirty percent (2530%) of the Registrable Securities then outstanding outstanding, that the Company file a Form S-1 registration statement with respect to at least twenty-five twenty percent (2520%) of the Registrable Securities then outstanding, outstanding and having the an anticipated aggregate offering price, net of Selling Expenses, which would exceed $20 million, or (ii) at any time or from time to time after one hundred eighty (180) days after the effective date of at least the registration statement for the IPO, the Company receives a request from Holders of Registrable Securities that the Company file a Form S-1 registration statement with respect to Registrable Securities having an expected aggregate offering price, net of Selling Expenses, which would exceed $5.0 million5,000,000, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty 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 Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) five four (54) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPOIPO (as the case may be), if the Company receives a request from Holders of at least twenty-five thirty percent (2530%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five twenty percent (2520%) of the Registrable Securities then outstanding, having ; provided that the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5.0 20 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty 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 Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five fifty percent (2550%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five forty percent (2540%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5.0 15 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) five one hundred eighty (5180) years after the date of this Agreement or (ii) six (6) months days after the effective date of the registration statement for the IPOIPO or (ii) the date the Company becomes subject to the periodic reporting requirements of Section 13 or Section 15(d) of the Exchange Act, if the Company receives a request from Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five percent (25%) covering the registration of the Registrable Securities then outstanding, having the with an anticipated aggregate offering price, net of Selling Expenses, price of at least $5.0 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty ninety (6090) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c2.1(d) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) five three (53) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five twenty percent (2520%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five twenty percent (2520%) of the Registrable Securities then outstandingoutstanding or, having after the IPO, a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5.0 million15,000,000, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) five two (52) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of holding at least twenty-five forty percent (2540%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five percent (25%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5.0 10 million), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections Section 2.1(c) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (ia) five (5) years after the date of this Agreement or (iib) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five percent any Registrable Securities then outstanding (25%) of and the Registrable Securities then outstanding, having the subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least $5.0 15 million), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “a Demand Notice”) Notice to all Holders other than the Initiating Holders; and (yii) use commercially reasonable efforts to as soon as practicable, and in any event within sixty ninety (6090) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) Section 3.1.3 and 2.3Section 3.3.

Form S-1 Demand. If at any time after the earlier of (ia) five (5) years after the date of this Agreement or (iib) six (6) months 180 days after the effective date of the registration statement for the IPOIPO or a Direct Listing, if the Company receives a request from Holders of at least twenty-five forty percent (2540%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five percent any Registrable Securities then outstanding (25%) of and the Registrable Securities then outstanding, having the subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least $5.0 million15,000,000), then the Company shall (xi) within ten (10) 10 days after the date such request is given, give notice thereof (the “a Demand Notice”) Notice to all Holders other than the Initiating Holders; and (yii) use commercially reasonable efforts to as soon as practicable, and in any event within sixty (60) 90 days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) 20 days of after the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 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) five (5) three years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five forty percent (2540%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5.0 10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3contained in this Section 2.

Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five forty percent (2540%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5.0 25 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five forty percent (2540%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5.0 15 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections Subsection 2.1(c) and Subsection 2.3.

Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five fifty percent (2550%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five percent (25%) of the Registrable Securities then outstanding, outstanding of such Holders having the an anticipated aggregate offering price, net of Selling Expenses, of at least $5.0 20 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty 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 Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5.0 15 million), then the Company shall (x) within ten thirty (1030) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections Sections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months 180 days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five twenty percent (2520%) or more of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five forty percent (2540%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5.0 25 million), then the Company shall shall: (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating HoldersHolders (with such period being automatically extended as necessary to obtain all required approvals from any governmental entities under any applicable laws), file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections Sections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five forty percent (2540%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5.0 15 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.

Form S-1 Demand. If In the event that, for any reason, the Company is unable to comply with the provisions of Section 6.1(a), at any time after the earlier of one hundred eighty (i180) five (5) years after the date of this Agreement or (ii) six (6) months after days from the effective date of the Form S-1 registration statement for in connection with the IPO, if the Company receives a request from Holders of at least twenty-five percent the Majority Investor(s) (25%the “Initiating Investors”) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five percent (25%) of the Registrable Securities Conversion Shares then outstanding, outstanding having the an anticipated aggregate offering price, net of Selling Expensesselling expenses, of at least two million dollars ($5.0 million2,000,000), 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 Investors other than the Initiating HoldersInvestors; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating HoldersInvestors, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities Conversion Shares that the Initiating Holders Investors requested to be registered and any additional Registrable Securities Conversion Shares requested to be included in such registration by any other HoldersInvestors, 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 Subsections 2.1(cSection 6.1(d) and 2.3Section 6.3, provided, however, that the Initiating Investors may not invoke this right more than twice.

Form S-1 Demand. If at any time after the earlier of one hundred eighty (i180) five (5) years after the date of this Agreement or (ii) six (6) months days after the effective date of the registration statement for the IPOIPO or the consummation of a de-SPAC Transaction, if the Company receives a request from (i) Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to Purchased Class A Stock, (ii) Holders of at least twenty-five percent (25%) of the Registrable Securities then outstandingPurchased Class C Stock and the Purchased Class D Stock, having if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed twenty five million dollars ($5.0 million25,000,000), then the Company shall shall: (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections Sections 2.1(c), 2.1(d) and 2.3.

Form S-1 Demand. If at any time after the earlier of that is one hundred eighty (i180) five (5) years after the date of this Agreement or (ii) six (6) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five fifty one percent (2551%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five percent (25%) of the Registrable Securities then outstandingoutstanding (subject to the right, having the anticipated aggregate offering price, net of Selling Expenseshowever, of at least $5.0 millionthe Company and its underwriters to reduce the number of shares proposed to be registered pro rata in view of market conditions (but not less than 30% of any offerings after the IPO), 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 Subsections 2.1(cSections 2.1(b) and 2.3; provided, however, that this right to request the filing of a Form S-1 registration statement shall in no event be made available to any Holder that is a Foreign Person.

Form S-1 Demand. If at any time after the earlier of (i) five three (53) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of (i) if prior to the IPO, at least twentytwo-five thirds and (ii) if after the IPO, at least thirty percent (2530%) ), of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five percent (25%) of the Registrable Securities then outstanding, having the anticipated with an aggregate offering price, net of Selling Expenses, price of at least $5.0 10 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) five three (53) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five twenty percent (2520%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5.0 10 million), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections Subsection 2.1(c) and Subsection 2.3.

Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five fifty percent (2550%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five fifty percent (2550%) of the Registrable Securities then outstanding, having but only if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5.0 5 million, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections Subsection 2.1(c) and Subsection 2.3.

Form S-1 Demand. If at any time after the earlier of (ia) five (5) years after the date of this Agreement or (iib) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five percent any Registrable Securities then outstanding (25%) of and the Registrable Securities then outstanding, having the subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least $5.0 million35,000,000), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “a Demand Notice”) Notice to all Holders other than the Initiating Holders; and (yii) use reasonable best efforts to as soon as practicable, and in any event within sixty ninety (6090) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of after the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 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) five three (53) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding, having the anticipated aggregate offering price, net of Selling Expenses, of at least $5.0 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 the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3; provided, however, that this right to request the filing of a Form S-1 registration statement shall in no event be made available to any Holder that is a Foreign Person.

Form S-1 Demand. If at any time after the earlier of (i) five three (53) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five thirty percent (2530%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five percent (25%) of the outstanding Registrable Securities then outstanding, of such Holders having the an anticipated aggregate offering price, net of Selling Expenses, of at least $5.0 millionTen Million (US$10,000,000) 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 thirty (2030) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections Subsection 2.1(c) and 2.3Subsection 2.2.

Form S-1 Demand. If at any time after the earlier of (i) five (5) years one year after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPOPublic Offering, if the Company receives holders of a request from Holders majority of at least twenty-five percent (25%) 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 twenty-five percent (25%) 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, having as the anticipated aggregate offering price, net of Selling Expenses, of at least $5.0 millioncase may be, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders holders of Registrable Securities other than the Initiating HoldersInvestor; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating HoldersInvestor, file a Form S-1 registration statement under the Securities 1933 Act covering all Registrable Securities that the Initiating Holders Investor requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holdersholders of Registrable Securities, as specified by notice given by each such Holder holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) Sections 5.1(c), 5.4 and 2.35.7.

Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding (excluding all Series A Preferred Stock and any Common Stock issued or issuable upon conversion of Series A Preferred Stock) that the Company file a Form S-1 registration statement with respect to at least twenty-five percent (25%) of the Registrable Securities then outstandingstatement, having if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5.0 10 million, then the Company shall shall, (xi) within ten (10) business days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c), 2.1(d) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred and eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five thirty percent (2530%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five percent (25%) any or all of the Registrable Securities then outstanding, having the outstanding with an anticipated aggregate offering price, net of Selling Expenses, of at least that is anticipated to exceed $5.0 million20,000,000, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) 20 days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections Subsection 2.1(c) and Subsection 2.3.

Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-twenty five percent (25%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5.0 20.0 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five sixty percent (2560%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five fifty percent (2550%) of the Registrable Securities then outstanding, having the anticipated outstanding with an aggregate offering price, net of Selling Expenses, of at least that is anticipated to exceed $5.0 25 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months 180 days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of Major Investors holding at least twenty-five percent (25%) 40% of the Registrable Securities then outstanding held by all Major Investors that the Company file a Form S-1 registration statement with respect to at least twenty-five percent (25%) 40% of the Registrable Securities then outstanding, having held by all Major Investors (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5.0 20 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) 60 days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections Sections 2.1(c) and 2.3; provided, however, that this right to request the filing of a Form S-1 registration statement shall in no event be made available to any Holder that is a Foreign Person.

Form S-1 Demand. If at any time after the earlier of (ia) five (5) years after the date of this Agreement December 31, 2014 or (iib) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five percent any Registrable Securities then outstanding (25%) of and the Registrable Securities then outstanding, having the subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least Fifty Million Dollars ($5.0 million50,000,000), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “a Demand Notice”) Notice to all Holders other than the Initiating Holders; and (yii) use commercially reasonable efforts to as soon as practicable, and in any event within sixty ninety (6090) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 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) five three (53) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five percent (25%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5.0 5 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five forty percent (2540%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5.0 10 million), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections Subsection 2.1(c) and Subsection 2.3.

Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders the holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five forty percent (2540%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5.0 10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (ia) five (5) years after the date of this Agreement or (iib) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five percent any Registrable Securities then outstanding (25%) of and the Registrable Securities then outstanding, having the subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least $5.0 5 million), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “a Demand Notice”) Notice to all Holders other than the Initiating Holders; and (yii) use commercially reasonable efforts to as soon as practicable, and in any event within sixty ninety (6090) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 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) five one hundred eighty (5180) years after the date of this Agreement or (ii) six (6) months days after the effective date of the registration statement for the IPOIPO or (ii) five (5) years following the closing of the transactions contemplated in the Purchase Agreement, if the Company receives a request from Holders of at least twenty-five fifty percent (2550%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five percent (25%) of the Registrable Securities then outstanding, having the an anticipated aggregate offering price, net of Selling selling Expenses, of at least $5.0 20 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty 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 Subsections 2.1(c) and 2.3. Holders shall be entitled to demand up to two (2) firmly underwritten registrations pursuant to this Subsection 2.1(a).

Form S-1 Demand. If at any time after the earlier of (i) five four (54) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five ten percent (2510%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five percent (25%) of the outstanding Registrable Securities then outstanding, of such Holders having the an anticipated aggregate offering price, net of Selling Expenses, of at least ten million dollars ($5.0 million10,000,000), then the Company shall shall: (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections Sections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) five four (54) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five percent (25%) 30% of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five thirty percent (2530%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5.0 10.0 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections Sections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) five four (54) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five percent (25%) 30% of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five percent any Registrable Securities then outstanding (25%) of and the Registrable Securities then outstanding, having the subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least $5.0 million100,000,000), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections Section 2.1(c) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (ia) five (5) years after the date of this Agreement or (iib) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five percent (25%) a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five percent any Registrable Securities then outstanding (25%) of and the Registrable Securities then outstanding, having the subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least $5.0 million50,000,000), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “a Demand Notice”) Notice to all Holders other than the Initiating Holders; and (yii) use commercially reasonable efforts to as soon as practicable, and in any event within sixty ninety (6090) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of after the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 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) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five percent (25%) 40% of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five forty percent (2540%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5.0 20 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) 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 Subsections Sections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) five three (53) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twentythirty-five percent (2535%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twentythirty-five percent (2535%) of the Registrable Securities then outstanding, outstanding and held by such Holders having the an anticipated aggregate offering price, net of Selling Expenses, price of at least $5.0 million10,000,000, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) 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 Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) five four (54) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five twenty percent (2520%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five forty percent (2540%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5.0 15 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.

Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPOa Listing Event, if the Company receives a request from Holders holders of at least twenty-five forty percent (2540%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five thirty percent (2530%) of the Registrable Securities then outstanding, having outstanding covering the registration of Registrable Securities (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least price would exceed $5.0 million50,000,000), 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 Stockholders other than the Initiating HoldersStockholders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating HoldersStockholders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders Stockholders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other HoldersStockholder, as specified by notice given by each such Holder Stockholder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(cSections 14.1(c) and 2.314.3.

Form S-1 Demand. If at any time after the earlier of (i) five three (53) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five thirty percent (2530%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five twenty percent (2520%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least would exceed $5.0 million10,000,000), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections Section 2.1(c) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (i) five three (53) years after the date of this Agreement or (ii) six one hundred eighty (6180) months days after the effective date of the registration statement for the IPO, if the Company receives a request from Holders of at least twenty-five twenty percent (2520%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five forty percent (2540%) of the Registrable Securities then outstanding, having outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, of at least price would exceed $5.0 five (5) million), then the Company shall shall: (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections Sections 2.1(c) and 2.3; provided, however, that this right to request the filing of a Form S-1 registration statement shall in no event be made available to any Holder that is a Foreign Person.