Common use of Form S-1 Demand Clause in Contracts

Form S-1 Demand. If at any time after the earlier of (i) one year after the date of this Agreement or (ii) ninety (90) days after the effective date of the registration statement for the IPO or such longer period after the IPO if the Holders cannot sell their securities as a result of executing a “market stand-off” agreement contemplated by Section 2.10 hereof, the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities that the Company file a Form S-1 registration statement with respect to at least twenty percent (20%) of the Registrable Securities (or a lesser percentage if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within forty-five (45) 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 Section 2.1(c) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (i) one year five (5) years after the date of this Agreement or (ii) ninety one hundred eighty (90180) days after the effective date of the registration statement for the IPO or such longer period after the IPO if the Holders cannot sell their securities as a result of executing a “market stand-off” agreement contemplated by Section 2.10 hereofIPO, the Company receives a request from Holders of at least twentyforty five percent (45%) (or fifty-five percent (2555%) in the case of clause (ii)) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty forty percent (2040%) of the Registrable Securities then outstanding (or a lesser percentage percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 5 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within forty-five sixty (4560) 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 Section Subsection 2.1(c) and Section Subsection 2.3.

Form S-1 Demand. If at any time after the earlier of (i) one year after the date of this Agreement or (ii) ninety (90) days after the effective date of the registration statement for the IPO or such longer period after the IPO if the Holders cannot sell their securities as a result of executing a “market stand-off” agreement contemplated by Section 2.10 hereofIPO, the Company receives a request from Holders of at least twenty-five forty percent (2540%) of the Registrable Securities Common Stock issued or issuable upon conversion of the Series B Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock and Series E Preferred Stock then outstanding (determined on an as-if-converted to Common Stock basis) that the Company file a Form S-1 registration statement with respect to at least twenty percent the lesser of (20%i) a majority of the Common Stock issued or issuable upon conversion of the issued and outstanding Designated Preferred Stock or (ii) Registrable Securities (or a lesser percentage if with the anticipated aggregate offering price, net of Selling Expenses, which would exceed $15 million)10,000,000, then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within forty-five sixty (4560) 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 Section 2.1(c2.1(b) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of one hundred eighty (i) one year after the date of this Agreement or (ii) ninety (90180) days after the effective date of the registration statement for the IPO or such longer period after the IPO if the Holders cannot sell their securities as a result of executing a “market stand-off” agreement contemplated by Section 2.10 hereofIPO, the Company receives a request from either (x) Holders of at least twenty-five forty percent (2540%) of the Registrable Securities shares of Common Stock issued or issuable upon conversion of the Preferred Stock or (y) H&F (provided, that H&F shall be entitled to provide a total of two (2) Demand Notices pursuant to this Section 2.1) that the Company file a Form S-1 registration statement with respect to at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percentage percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 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) use its commercially reasonable efforts to, as soon as practicable, and in any event within forty-five sixty (4560) 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 Section 2.1(c) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (i) one year five (5) years after the date of this Agreement or (ii) ninety one hundred eighty (90180) days after the effective date of the registration statement for the IPO or such longer period after the IPO if the Holders cannot sell their securities as a result of executing a “market stand-off” agreement contemplated by Section 2.10 hereofIPO, the Company receives a request from Holders of at least twenty-five a majority of the Registrable Securities (in the case of (i) above) or thirty percent (2530%) of the Registrable Securities (in the case of (ii) above) then outstanding that the Company file a Form S-1 registration statement pursuant to which the Initiating Holders, together with respect the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) (x) if pursuant to (i) above, which would qualify as a Qualified IPO or (y) if pursuant to (ii) above, the aggregate gross proceeds of which are at least twenty percent (20%) of the Registrable Securities (or a lesser percentage if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 million)15,000,000, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within forty-five sixty (4560) 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 Section Subsections 2.1(c) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of (i) one year four (4) years after the date of this Agreement or (ii) ninety one hundred eighty (90180) days after the effective date of the registration statement for the IPO or such longer period after the IPO if the Holders cannot sell their securities as a result of executing a “market stand-off” agreement contemplated by Section 2.10 hereofQualified IPO, the Company receives a request from Holders of at least twenty-five thirty percent (2530%) of the shares of the Series B Preferred Stock (or shares of Common Stock or other Registrable Securities issuable upon conversion of the Series B Preferred Stock) then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty percent (20%) of the Registrable Securities shares of Common Stock into which the Series B Preferred Stock shall convert into (or a lesser percentage if the having an anticipated aggregate offering price, net of Selling Expenses, would exceed in excess of $15 10 million), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within forty-five sixty (4560) 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 Section 2.1(c), Section 2.1(d) and Section 2.3.

Form S-1 Demand. If at any time after the earlier of one hundred eighty (i) one year after the date of this Agreement or (ii) ninety (90180) days after the effective date of the registration statement for the IPO or such longer period after the IPO if the Holders cannot sell their securities as a result of executing a “market stand-off” agreement contemplated by Section 2.10 hereofQualified IPO, 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 twenty-five percent (2025%) of the Registrable Securities then outstanding (or a lesser percentage percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 5 million), then the Company shall (xi) within ten (10) days after the date such request is given, give notice thereof (the “"Demand Notice”") to all Holders other than the Initiating Holders; and (yii) as soon as practicable, and in any event within forty-five sixty (4560) 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 Section 2.1(c) and Section 2.3. The Company shall be permitted to include shares of Common Stock to be sold in a primary offering in any registration statement initiated under this Section 2.1 only to the extent that the inclusion of such Common Stock will not jeopardize the success of the offering by the Holders.