Required IPO. Unless there has been a Liquidation Event or a Deemed Liquidation Event, the Company shall be required to file for an underwritten initial public offering of its Common Stock (an “IPO”) within 18 months of the Termination Date and to consummate such IPO within 24 months of such date, subject to certain limited exceptions. For each month (or any pro-rata portion of any month) the Company fails to meet either of these targets, the Company shall pay to the holders of the Shares a cash penalty of 2% of the purchase price paid by such holder solely for such period following the applicable deadline it fails to file for or consummate the IPO, as applicable, payable in arrears at the end of such month (or the pro rata portion thereof). The payment of this penalty is subordinated to the rights of the lenders under our credit facility and may only be paid to the extent that we are not in default under such facility (including with respect to the financial covenants contained therein) and the payment of such penalty would not result in a default under such facility (including with respect to such financial covenants). If as a result of the foregoing, we are unable to make a penalty payment if and when due, such payment will be accrued and we will be required to pay all accrued and unpaid penalty payments as soon as we are permitted to do so in accordance with the Investor Rights Agreement (including Exhibit A thereto).
