Common use of Limitations on Requested Registrations Clause in Contracts

Limitations on Requested Registrations. The Company’s obligation to take or continue any action to effect a requested registration under this Section 2.1 shall be subject to the following: (i) The Company shall not be required to effect (A) more than three registrations requested pursuant to this Section 2.1 (including the “shelf” registration pursuant to Section 2.1(e)(iii) hereof) through December 31, 2016 and (B) after January 1, 2017, more than one registration per calendar year requested pursuant to this Section 2.1; provided that during the twelve months following an initial public offering of the Company’s securities pursuant to the Securities Act, no more than one registration on Form S-1 under the Securities Act will be required; and provided further that a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (A) unless a registration statement with respect thereto has been declared effective for a period of at least 90 days, (B) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, or (C) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Requisite Holders; (ii) The Company shall not be required to effect a registration pursuant to this Section 2.1 unless such registration has been requested by the holders of Registrable Securities which represent at least 10% of the Registrable Securities then outstanding; (iii) No later than 90 days after the first such date as the Company is eligible to register securities for a continuous and indefinite period of time on Form S-3 (or any successor form or method of registration that provides for the incorporation by reference of historical information regarding the Company’s business and financial affairs) pursuant to Rule 415 under the Securities Act or otherwise, the Company shall prepare and file a “shelf” registration statement pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the Commission) with respect to the resale by the Owners of their Registrable Securities and providing for such plan of distribution as may be specified in the request of the Requisite Holders; the Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all securities covered by the shelf registration statement in accordance with the intended methods of disposition by the sellers thereof; and the “shelf” registration pursuant to this Section 2.1(e)(iii) shall be considered a requested registration under Section 2.1(e)(i) hereto; and (iv) The Company will not be required to effect a registration pursuant to this Section 2.1 during the ninety-day period after a registration statement shall have been filed and declared effective under the Securities Act with respect to the public offering of any class of the Company’s equity securities (which shall exclude a registration of securities with respect to an employee benefit, retirement or similar plan).

Limitations on Requested Registrations. The Company’s 's obligation to take or continue any action to effect a requested registration under this Section 2.1 shall be subject to the followingfollowing limitations: (i) The number of registrations that the Company is required to effect: (A) at the request of Pioneer, shall not exceed one registration under Section 2.1(k) below and two Demand Registrations, one of which may be a Shelf Registration, (B) at the request of the Individual Vista Holders, shall not exceed one Demand Registration, which may be a Shelf Registration, but the Company shall not be required to effect any Shelf Registration which provides for underwritten take-downs until Pioneer shall no longer own any Registrable Securities, and (AC) more than three registrations requested pursuant to this Section 2.1 (including at the “shelf” registration pursuant to Section 2.1(e)(iii) hereof) through December 31, 2016 and (B) after January 1, 2017, more than one registration per calendar year requested pursuant to this Section 2.1; provided that during the twelve months following an initial public offering request of the Company’s securities pursuant to the holders of Registrable Securities Actother than Pioneer, shall not exceed two Immediate Offering Registrations and one Shelf Registration; provided, however, that no more than one such registration request shall be effected on Form S-1 under and the remainder shall be effected on Form S-3 (such references herein to Securities Act will registration forms shall be requireddeemed to also refer to any successor forms thereto); and provided further provided, that a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (Ax) unless a registration statement with respect thereto has been declared effective and remained effective for a period of at least 90 daysdays (or, with respect to a Shelf Registration, until the earlier of the date on which all securities covered thereby have ceased to be Registrable Securities or the date on which all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof, subject to the provisions of Section 2.1(l) below), (By) if if, after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, or (Cz) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Requisite Holders; (ii) The Except for the rights of Pioneer to initiate registration under this Section 2.1 and the rights of the Individual Vista Holders to initiate registration under the circumstances set forth in Section 2.1(g)(i)(B) above, the Company shall not be required to effect a registration Registration or an underwritten takedown off of a Shelf Registration pursuant to this Section 2.1 unless such registration has been requested initiated by the holders of Registrable Securities other than Pioneer which represent at least 1030% of the Registrable Securities then outstanding, and have an estimated aggregate offering price to the public of at least $3,000,000; (iii) No later than 90 days after the first such date as the Company is eligible to register securities for a continuous and indefinite period of time on Form S-3 (or any successor form or method of registration that provides for the incorporation by reference of historical information regarding the Company’s business and financial affairs) pursuant to Rule 415 under the Securities Act or otherwise, the The Company shall prepare and file a “shelf” registration statement pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the Commission) with respect to the resale by the Owners of their Registrable Securities and providing for such plan of distribution as may be specified in the request of the Requisite Holders; the Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all securities covered by the shelf registration statement in accordance with the intended methods of disposition by the sellers thereof; and the “shelf” registration pursuant to this Section 2.1(e)(iii) shall be considered a requested registration under Section 2.1(e)(i) hereto; and (iv) The Company will not be required to effect a any registration pursuant to this Section 2.1 during the ninety-day applicable waiting period after (defined below) following the filing of a registration statement shall have been filed and declared effective under the Securities Act with respect to the public offering of any class of the Company’s 's equity securities in an Immediate Offering Registration or an underwritten take-down off a Shelf Registration, whether such offering is for the account of the Company or the account of the owners of its equity securities (which shall exclude other than a registration of securities with respect to an employee benefit, retirement or similar planplan or pursuant to the Midland Agreement); for purposes of this clause (iii), the "APPLICABLE WAITING PERIOD" shall be a period commencing upon the filing of the registration statement for such Immediate Offering Registration or underwritten take-down and extending for a period of 90 days following the earlier of (A) the date of final disposition of all securities offered for sale pursuant to such registration statement in accordance with the intended methods of disposition by the seller or sellers thereof, or (B) the date of the termination or withdrawal of such registration statement; provided, that, if the Company shall have entered into an agreement in connection with any underwritten public offering of securities that restricts the registration or sale of the Company's equity securities (a "LOCK-UP AGREEMENT") for a period longer than 90 days, the applicable waiting period shall be the lesser of (x) the period specified in the Lock-Up Agreement, or (y) 180 days; and (iv) The Company shall not be required to effect any registration pursuant to this Section 2.1 during the applicable waiting period (defined below) following the filing of a registration statement under the Securities Act with respect to the public offering of any class of the Company's equity securities in a Shelf Registration; for purposes of this clause (iv), the "APPLICABLE WAITING PERIOD" shall be a period (A) commencing upon the filing of the registration statement for such Shelf Registration and extending for a period of 90 days following the date on which such registration statement becomes effective, and (B) commencing upon an underwritten take-down from such Shelf Registration and extending for a period of 90 days thereafter.

Limitations on Requested Registrations. The Company’s obligation to take or continue any action to effect a requested registration under this Section 2.1 shall be subject to the following: (i) The Company shall not be required to effect (A) more than three registrations requested pursuant to this Section 2.1 Registration Requests (including the “shelf” registration pursuant to Section 2.1(e)(iii) hereof) through December 31, 2016 2020 and (B) after January 1, 20172022, more than one registration per calendar year requested pursuant to this Section 2.1; provided that during the twelve months following an initial public offering of the Company’s securities pursuant to the Securities Act, no more than one registration on Form S-1 under the Securities Act will be required; and provided further that a registration requested pursuant to this Section 2.1 Registration Requests shall not be deemed to have been effected (A) unless a registration statement with respect thereto has been declared effective for a period of at least 90 days, (B) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, or (C) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Requisite Holders; (ii) The Company shall not be required to effect a registration pursuant to this Section 2.1 unless such registration has been requested by the holders of Registrable Securities which represent at least 105% of the Registrable Securities then outstanding; (iii) No later than 90 days after the first such date as the Company is eligible to register securities for a continuous and indefinite period of time on Form S-3 (or any successor form or method of registration that provides for the incorporation by reference of historical information regarding the Company’s business and financial affairs) pursuant to Rule 415 under the Securities Act or otherwise, the Company shall prepare and file a “shelf” registration statement pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the Commission) with respect to the resale by the Owners of their Registrable Securities and providing for such plan of distribution as may be specified in the request of the Requisite HoldersRegistration Request; the Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all securities covered by the shelf registration statement in accordance with the intended methods of disposition by the sellers thereof; and the “shelf” registration pursuant to this Section 2.1(e)(iii) shall be considered a requested registration Registration Request under Section 2.1(e)(i) hereto; and (iv) The Company will not be required to effect a registration pursuant to this Section 2.1 during the ninety-day period after a registration statement shall have been filed and declared effective under the Securities Act with respect to the public offering of any class of the Company’s equity securities (which shall exclude a registration of securities with respect to an employee benefit, retirement or similar plan).

Limitations on Requested Registrations. The Company’s 's obligation to take or continue any action to effect a requested registration under this Section 2.1 shall be subject to the following: (i) The Company shall not be required to effect (A) more than three registrations requested pursuant to this Section 2.1 (including the “shelf” registration pursuant to Section 2.1(e)(iii) hereof) through December 31, 2016 and (B) after January 1, 2017, more than one registration per calendar year requested pursuant to this Section 2.1; provided that during the twelve months following an initial public offering of the Company’s securities pursuant to the Securities Actthat, no more than one registration on Form S-1 under the Securities Act will be required; and provided further that a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (A) unless a registration statement with respect thereto has been declared effective for a period of at least 90 days, (B) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, or (C) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Requisite Holders; (ii) The Company shall will not be required to effect a registration pursuant to this Section 2.1 unless such registration has been requested by the holders of Registrable Securities which either (A) represent at least 1025% of the Registrable Securities then outstanding, or (B) have an estimated aggregate offering price to the public of at least $5,000,000; (iii) No later than 90 days after the first such date as the Company is eligible to register securities for a continuous and indefinite period of time on Form S-3 (or any successor form or method of registration that provides for the incorporation by reference of historical information regarding the Company’s business and financial affairs) pursuant to Rule 415 under the Securities Act or otherwise, the Company shall prepare and file a “shelf” registration statement pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the Commission) with respect to the resale by the Owners of their Registrable Securities and providing for such plan of distribution as may be specified in the request of the Requisite Holders; the Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all securities covered by the shelf registration statement in accordance with the intended methods of disposition by the sellers thereof; and the “shelf” registration pursuant to this Section 2.1(e)(iii) shall be considered a requested registration under Section 2.1(e)(i) hereto; and (iv) The Company will not be required to effect a registration pursuant to this Section 2.1 during the ninety-day period after a registration statement shall have been filed and declared effective under the Securities Act with respect to the public offering of any class of the Company’s 's equity securities (which shall exclude a registration of securities with respect to an employee benefit, retirement or similar plan); and (iv) If (A) in the good faith judgment of the Board of Directors of the Company, a required registration under this Section 2.1 would be seriously detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and (B) the Company shall furnish to the holders of Registrable Securities requesting registration a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period of not more than one hundred eighty (180) days after receipt of the request of a holder of Registrable Securities, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.

Limitations on Requested Registrations. The Company’s 's obligation to -------------------------------------- take or continue any action to effect a requested registration under this Section 2.1 shall be subject to the following: (i) The Company shall not be required to effect (A) more than three two registrations requested pursuant to this Section 2.1 (including the “shelf” registration pursuant to Section 2.1(e)(iii) hereof) through December 31, 2016 and (B) after January 1, 2017, more than one registration per calendar year requested pursuant to this Section section 2.1; provided that during the twelve months following an initial public offering of the Company’s securities pursuant to the Securities Actthat, no more than one registration on Form S-1 under the Securities Act will be required; and provided further that a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (A) unless a registration statement with respect thereto has been declared effective for a period of at least 90 days, (B) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, or (C) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Requisite Holders; (ii) The Company shall not be required to effect a registration pursuant to this Section 2.1 unless such registration has been requested by the holders of Registrable Securities which represent have an estimated aggregate offering price to the public of at least 10% (A) $20,000,000, in the case of the Registrable Securities then outstanding;first registration effected pursuant to this Section 2.1, and (B) $10,000,000 otherwise; and (iii) No later than 90 days after the first such date as the Company is eligible to register securities for a continuous and indefinite period of time on Form S-3 (or any successor form or method of registration that provides for the incorporation by reference of historical information regarding the Company’s business and financial affairs) pursuant to Rule 415 under the Securities Act or otherwise, the The Company shall prepare and file a “shelf” registration statement pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the Commission) with respect to the resale by the Owners of their Registrable Securities and providing for such plan of distribution as may be specified in the request of the Requisite Holders; the Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all securities covered by the shelf registration statement in accordance with the intended methods of disposition by the sellers thereof; and the “shelf” registration pursuant to this Section 2.1(e)(iii) shall be considered a requested registration under Section 2.1(e)(i) hereto; and (iv) The Company will not be required to effect a registration pursuant to this Section 2.1 during the ninety-180 day period after a registration statement shall have been filed and declared effective under the Securities Act with respect to the an underwritten public offering of any class of the Company’s 's equity securities (which shall exclude a registration of securities with respect to an employee benefit, retirement or similar plan).

Limitations on Requested Registrations. The Company’s obligation to take or continue any action to effect a requested registration under this Section 2.1 shall be subject to the following: (i) The Company Notwithstanding anything herein to the contrary, Wang shall not be required to effect honor a request for a Requested Registration if: (A) more than Wang has previously effected an aggregate of three registrations requested pursuant to this Section 2.1 (including the “shelf” registration pursuant to Section 2.1(e)(iii3) hereof) through December 31Private Sales, 2016 and Repurchases or Effective Registrations; (B) after January 1, 2017, more than one registration per calendar year requested pursuant to this Section 2.1; provided that during the twelve months following an initial public offering market value of the Company’s securities pursuant Registrable Securities requested by Olivetti to the Securities Act, no more be so registered is less than one registration on Form S-1 under the Securities Act will be required; and provided further that a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (A) unless a registration statement with respect thereto has been declared effective for a period of at least 90 days, (B) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, or $20,000,000; (C) if an Early Termination Event has not occurred, if such request for a Requested Registration is made prior to the conditions to closing specified fourth (4th) anniversary of the date hereof and the sum of the number of Registrable Securities the subject thereof and all Registrable Securities the subject of prior requests for Requested Registrations or Shelf Registrations exceed 2,900,000 Registrable Securities; (D) in the purchase agreement event an Early Termination Event has not occurred, if such request for a Requested Registration is made prior to the fifth (5th) anniversary and the sum of the number of Registrable Securities the subject thereof and all Registrable Securities the subject of prior requests for Requested Registrations or underwriting agreement entered into Shelf Registrations exceed 5,800,000 Registrable Securities; (E) such request is received from Olivetti with respect to Registrable Securities that may immediately be sold under Rule 144 during any ninety (90) day period; provided that the foregoing shall not apply where Olivetti owns more that ten percent (10%) of the outstanding shares of Capital Stock immediately prior to the date of such request; or (F) such request is received by Wang less than (X) three hundred (300) days following the effective date of any previous registration statement filed in connection with a Requested Registration or a Shelf Registration (Y) ninety (90) days following the effective date of any previous registration statement filed in connection with a Piggyback Registration (regardless of whether Olivetti exercised its rights under this Agreement with respect to such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Requisite Holders;Piggyback Registration). (ii) The Company shall not be required In addition, if (A) in the bona fide opinion of one or more reputable investment banking firms, effecting any Requested Registration would adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction by Wang, Wang may postpone taking action with respect to effect a registration pursuant to this Section 2.1 unless such registration has been requested by the holders of Registrable Securities which represent at least 10% of the Registrable Securities then outstanding; (iii) No later than 90 days after the first such date as the Company is eligible to register securities Requested Registration for a continuous and indefinite reasonable period of time on Form S-3 (not exceeding one hundred eighty (180) days from the date of the Desired Sale Notice relating to such Requested Registration) or (B) effecting any successor form or method Requested Registration would require Wang to make public disclosure of registration that provides information which Wang has a bona fide business purpose for the incorporation by reference of historical information regarding the Company’s business and financial affairs) pursuant to Rule 415 under the Securities Act or otherwisepreserving as confidential, the Company shall prepare and file a “shelf” registration statement pursuant to Rule 415 under the Securities Act (or any similar rule that Wang may be adopted by the Commission) postpone taking action with respect to such Requested Registration until the resale by earlier of (x) the Owners of their Registrable Securities and providing for date upon which such plan of distribution as may be specified in the request of the Requisite Holders; the Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all securities covered by the shelf registration statement in accordance with the intended methods of disposition by the sellers thereof; and the “shelf” registration pursuant to this Section 2.1(e)(iii) shall be considered a requested registration under Section 2.1(e)(i) hereto; and (iv) The Company will not be required to effect a registration pursuant to this Section 2.1 during the ninety-day period after a registration statement shall have been filed and declared effective under the Securities Act with respect material information is disclosed to the public offering of any class of the Company’s equity securities or ceases to be material or (which shall exclude a registration of securities with respect to an employee benefit, retirement or similar plan)y) one hundred eighty (180) days after Wang makes such good faith determination.

Limitations on Requested Registrations. The Company’s obligation rights of Holders of -------------------------------------- Registrable Securities to take or continue any action request Demand Registrations pursuant to effect a requested registration under this Section 2.1 shall be 2.1(a) are subject to the following: following limitations: (i) The the Company shall not be obligated to cause a Demand Registration to become effective within six months after the effective date of any other registration of securities (other than pursuant to a registration on Form S-8 or any successor or similar form that is then in effect), (ii) (except as set forth below) in no event shall the Company be required to effect (A) effect, in the aggregate, without regard to the Holder of Registrable Securities making such request, more than three registrations requested pursuant to this Section 2.1 Demand Registrations (including the “shelf” registration pursuant to Section 2.1(e)(iii) hereof) through December 31, 2016 and (B) after January 1, 2017, more than one registration per calendar year requested pursuant to this Section 2.1; provided it being agreed that during the twelve months following an initial public offering of the Company’s securities pursuant to the Securities Act, no more than one registration on Form S-1 under the Securities Act will be required; and provided further any Demand Registration that a registration requested pursuant to this Section 2.1 does not become effective shall not be deemed to have been effected (A) count toward the foregoing limitation unless a registration statement with respect thereto has been declared effective for a period of at least 90 days, (B) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, or (C) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Requisite Holders; (ii) The Company shall not be required to effect a registration pursuant to this Section 2.1 unless such registration has been requested by the holders of Registrable Securities which represent at least 10% of the Registrable Securities then outstanding; (iii) No later than 90 days after the first such date as the Company is eligible to register securities for a continuous and indefinite period of time on Form S-3 (or any successor form or method of registration that provides for the incorporation by reference of historical information regarding the Company’s business and financial affairs) pursuant to Rule 415 under the Securities Act or otherwise, the Company shall prepare and file a “shelf” registration statement pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the Commission) with respect to the resale by the Owners of their Registrable Securities and providing for such plan of distribution as may be specified in the request of the Requisite HoldersPercentage of Participating Holders such Demand Registration has been withdrawn after the relevant registration statement has been filed but prior to it becoming effective); provided however, that if Xxxxxxx has not been among the ---------------- Initiating Holders requesting any of the three Demand Registrations; the Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all securities covered by the shelf registration statement in accordance with the intended methods of disposition by the sellers thereof; and the “shelf” registration pursuant to this Section 2.1(e)(iii) shall be considered a requested registration under Section 2.1(e)(i) hereto; and (iv) The Company will not be required to effect one additional Demand Registration at the request of Xxxxxxx, and (iii) the Company shall not be obligated to effect a registration pursuant to Demand Registration having an aggregate anticipated offering price of less than $5,000,000 unless such offering shall cover all remaining Registrable Securities. Notwithstanding any other provision of this Section 2.1 during 2.1(d), any Holder participating in a Demand Registration who is unable to register all of the ninety-day period after a registration statement Registrable Securities that such Holder sought to register because of the "cutback" provision set forth in the proviso in Section 2.1(e) shall have been filed and declared effective under the Securities Act be entitled to an additional Demand Registration solely with respect to the public offering such Holder's shares of any class Registrable Securities not registered because of the Company’s equity securities proviso in Section 2.1(e), and such additional Demand Registration shall not count toward the three Demand Registrations contemplated in clause (which shall exclude a registration ii) of securities with respect to an employee benefit, retirement or similar plan)the foregoing sentence.

Limitations on Requested Registrations. The Company’s obligation rights of Acorn -------------------------------------- Holders of Registrable Securities to take or continue any action request Demand Registrations pursuant to effect a requested registration under this Section 2.1 shall be 2.1.1 are subject to the followingfollowing limitations: (i) The 2.1.4.1 the Company shall not be required obligated to effect cause a Demand Registration to become effective for greater than the twenty five percent (A25%) more than three registrations requested pursuant to this Section 2.1 (including of the “shelf” registration total number of shares of Registrable Securities held by all of the Acorn Holders; 2.1.4.2 the Company shall have the sole discretion pursuant to Section 2.1(e)(iii) hereof) through December 31, 2016 and (B) after January 1, 2017, more than one registration per calendar year requested pursuant to this Section 2.1; provided that during the twelve months following an initial public offering 2.2.4 of the Company’s securities pursuant Purchase Agreement to provide in lieu of a Demand Registration hereunder (i) a loan with a term of three (3) years, bearing fixed simple interest at the Securities Act, no more than one registration prime rate reported on Form S-1 under the Securities Act will be required; and provided further that a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (A) unless a registration statement with respect thereto has been declared effective for a period of at least 90 days, (B) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement date of the Commission or other governmental agency or court for any reason, or (C) if the conditions to closing specified loan in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result "Money Rates" section of the voluntary termination Wall Street Journal (or if such rate is ------------------- not published, a comparable rate of such offering by Citibank, N.A. ("Prime Rate") amortized in equal monthly payments in an amount equal to up to twenty-five percent (25%) of the Requisite Holders; (ii) The Company shall not be required to effect a registration pursuant to this Section 2.1 unless such registration has been requested by the holders fair market value of Registrable Securities which represent at least 10held by the requesting Acorn Holders as of the date of such loan and secured by such 25% of the Registrable Securities then outstanding;held by the requesting Acorn Holders; or (ii) an offer to repurchase twenty-five percent (25%) of the Registrable Securities held by the requesting Acorn Holders at fair market value as of such date. (iii) No later than 90 days 2.1.4.3 the Company shall not be obligated to cause a Demand Registration to become effective within six months after the first such effective date as the Company is eligible of any other registration of securities (other than pursuant to register securities for a continuous and indefinite period of time registration on Form S-3 (S-8 or any successor or similar form or method of registration that provides for the incorporation by reference of historical information regarding the Company’s business and financial affairsis then in effect), 2.1.4.4 (except as set forth below) pursuant to Rule 415 under the Securities Act or otherwise, in no event shall the Company shall prepare and file a “shelf” registration statement pursuant be required to Rule 415 under effect, in the Securities Act (or any similar rule that may be adopted by the Commission) with respect aggregate, without regard to the resale by the Owners Acorn Holder of their Registrable Securities and providing for making such plan of distribution as may be specified in request, more than one Demand Registration (it being agreed that any Demand Registration that does not become effective shall not count toward the foregoing limitation unless at the request of the Requisite Percentage of Participating Holders, such Demand Registration has been withdrawn after the relevant registration statement has been filed but prior to it becoming effective); and 2.1.4.5 the Company shall comply with the applicable provisions not be obligated to effect a Demand Registration having an aggregate anticipated offering price of less than $150,000 unless such offering shall cover all remaining Registrable Securities. Notwithstanding any other provision of this Section 2.1.4.5, any Acorn Holder participating in a Demand Registration who is unable to register all of the Registrable Securities Act that such Acorn Holder sought to register because of the "cutback" provision set forth in Section 2.1.5 shall be entitled to an additional Demand Registration solely with respect to such Acorn Holder's shares of Registrable Securities not registered because of the disposition of all securities covered by proviso in Section 2.1.5, and such additional Demand Registration shall not count toward the shelf registration statement one Demand Registration contemplated in accordance with Section 2.1.4.4. 2.1.4.6 the intended methods of disposition by the sellers thereof; and the “shelf” registration pursuant to this Section 2.1(e)(iii) Company shall be considered a requested registration under Section 2.1(e)(i) hereto; and (iv) The Company will not be required obligated to effect a registration pursuant to this Section 2.1 during the ninety-day period after a registration statement shall have been filed and declared effective under the Securities Act with respect Demand Registration requested later than three (3) months prior to the public offering of any class date on which the Acorn Holders must pay tax for the receipt of the Company’s equity securities (which shall exclude a registration of securities with respect to an employee benefit, retirement or similar plan)Registrable Securities.

Limitations on Requested Registrations. The Company’s 's obligation to take or continue any action to effect a requested registration under this Section 2.1 shall be subject to the following: (i) The proviso that the Company shall not be required to effect effect: (Ai) more than three two (2) registrations requested pursuant to this Section 2.1 by the Class A Requisite Holders or more than one (including the “shelf” 1) registration pursuant to Section 2.1(e)(iiithis Clause (i) hereofwithin any six (6) through December 31, 2016 and month period; (Bii) after January 1, 2017, more than one registration per calendar year two (2) registrations requested pursuant to this Section 2.1; provided that during 2.1 by the twelve months following an initial public offering of the Company’s securities pursuant to the Securities Act, no Class B Requisite Holders or more than one (1) registration on Form S-1 under the Securities Act will be requiredpursuant to this Clause (ii) within any six (6) month period; and provided further that PROVIDED that, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (A) unless a registration statement with respect thereto has been declared effective for a period of at least 90 ninety (90) days, (B) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, or (C) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the class of Requisite Holders; Holders that initiated the registration request (iiwhich shall include the failure of the class of Requisite Holders that initiated the registration request to take action or to refrain from taking action necessary for the conditions to closing to be satisfied) and; PROVIDED FURTHER, that if the Class B Requisite Holders shall have been given the opportunity to sell at least fifty percent (50%) of the Class B Registrable Securities in any registration effected by the Company, then one (1) of the two (2) registrations that may be requested under this Section 2.1 by the Class B Requisite Holders shall be deemed to have been satisfied. The Class B Requisite Holders further agree that the Company shall not be required to effect a file any registration pursuant to statement under this Section 2.1 unless such in their favor while in the process of effecting a registration has been requested by the holders of Registrable Securities which represent at least 10% of Class A Requisite Holders or within the Registrable Securities then outstanding; ninety (iii90) No later than 90 days after the first such date as the Company is eligible to register securities for a continuous and indefinite period of time on Form S-3 (or any successor form or method of registration that provides for the incorporation by reference of historical information regarding the Company’s business and financial affairs) pursuant to Rule 415 under the Securities Act or otherwise, the Company shall prepare and file a “shelf” registration statement pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the Commission) with respect to the resale by the Owners of their Registrable Securities and providing for such plan of distribution as may be specified in the request of the Requisite Holders; the Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all securities covered by the shelf registration statement in accordance with the intended methods of disposition by the sellers thereof; and the “shelf” registration pursuant to this Section 2.1(e)(iii) shall be considered a requested registration under Section 2.1(e)(i) hereto; and (iv) The Company will not be required to effect a registration pursuant to this Section 2.1 during the ninety-day period after immediately succeeding the date that a registration statement shall have has been filed and declared effective under the Securities Act with respect pursuant to the public offering of any class of the Company’s equity securities (which shall exclude a registration of securities with respect to an employee benefit, retirement or similar plan)request made by the Class A Requisite Holders.

Limitations on Requested Registrations. The Company’s 's obligation to take or continue any action to effect a requested registration under this Section 2.1 shall be subject to the following: (i) The Company shall not be required to effect (A) more than three (3) registrations requested pursuant to this Section 2.1 (including the “shelf” registration pursuant to Section 2.1(e)(iii) hereof) through December 31, 2016 and (B) after January 1, 2017, more than one registration per calendar year requested pursuant to this Section section 2.1; provided that during the twelve months following an initial public offering of the Company’s securities pursuant to the Securities Actthat, no more than one registration on Form S-1 under the Securities Act will be required; and provided further that a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (A) unless a registration statement with respect thereto has been declared effective for a period of at least 90 ninety (90) days, (B) if after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, or (C) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Requisite Holders; (ii) The Company shall will not be required to effect a registration pursuant to this Section 2.1 unless such registration has been requested by the holders of Registrable Securities which that represent at least 10% twenty percent (20%) of the Registrable Securities then outstanding; (iii) No later than 90 days after the first such date as the Company is eligible to register securities for a continuous , and indefinite period of time on Form S-3 (or any successor form or method of registration that provides for the incorporation by reference of historical information regarding the Company’s business and financial affairs) pursuant to Rule 415 under the Securities Act or otherwise, the Company shall prepare and file a “shelf” registration statement pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the Commission) with respect have an estimated aggregate offering price to the resale by the Owners public of their Registrable Securities and providing for such plan of distribution as may be specified in the request of the Requisite Holders; the Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all securities covered by the shelf registration statement in accordance with the intended methods of disposition by the sellers thereof; and the “shelf” registration pursuant to this Section 2.1(e)(iii) shall be considered a requested registration under Section 2.1(e)(i) heretoat least Three Million Dollars ($3,000,000); and (iviii) The Company will not be required to effect a registration pursuant to this Section 2.1 during the ninety-ninety (90) day period after a registration statement shall have been filed and declared effective under the Securities Act with respect to the public offering of any class of the Company’s 's equity securities (which shall exclude a registration of securities with respect to an employee benefit, retirement or similar plan).

Limitations on Requested Registrations. The Company’s obligation to take or continue any action to effect a requested registration under this Section 2.1 shall be subject to the following: (i) The Company shall not be required to effect (A) more than three registrations requested pursuant to this Section 2.1 (including the one “shelf” registration pursuant to Section 2.1(e)(iii2.1(f)(iii) hereof) through December 31). Except as provided in Section 2.1(f)(v), 2016 and (B) after January 1, 2017, more than one a registration per calendar year shall not count as a requested registration pursuant to Section 2.1(a) for purposes of this Section 2.1; provided that during the twelve months following an initial public offering of the Company’s securities pursuant to the Securities Act, no more than one registration on Form S-1 under the Securities Act will be required; and provided further that a 2.1(f)(i) until it has become effective. A registration requested pursuant to this Section 2.1 shall not be deemed to have been effected become effective: (A) unless a registration statement Registration Statement with respect thereto has been declared effective and remains effective until the earlier of (y) all of the Registrable Securities registered under such Registration Statement have been sold or (z) for a period of at least 90 days180 days (or, with respect to a shelf Registration Statement, two years), (B) if after a registration statement Registration Statement has become effective, such registration is interfered with by subject to any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, or (C) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfiedsatisfied or waived, other than as a result of the voluntary termination of such offering by the Requisite Holders; (ii) The Company shall not be required to effect a registration pursuant to this Section 2.1 unless such registration has been requested by the holders a number of Registrable Securities which represent at least 10% of the Registrable Securities then outstandingOwners constituting Requisite Holders; (iii) No later than 90 days after the first such date as At any time the Company is eligible to register securities for a continuous and indefinite period of time on any form similar in substance to SEC Form S-3 (or any successor form or method of registration that provides for the incorporation by reference of historical information regarding the Company’s business and financial affairs) pursuant to Rule 415 under the Securities Act or otherwise, one Demand Request pursuant to this Section 2.1 may be made by the Requisite Holders hereunder for the Company shall to prepare and file a “shelf” registration statement Registration Statement pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the Commission) with respect to the resale by the Owners of their Registrable Securities and providing for such plan of distribution as may be specified in the request of the Requisite Holders; . Such Demand Request will state that the Requisite Holders elect to have the registration be a shelf registration. The Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all securities covered by the shelf registration statement Registration Statement in accordance with the intended methods of disposition by the sellers Owners thereof; and the “shelf” registration pursuant to this Section 2.1(e)(iii) shall be considered a requested registration under Section 2.1(e)(i) hereto; and (iv) The Company will not be required to effect a registration pursuant to this Section 2.1 during the ninety-day period after a registration statement shall have been filed and declared effective under the Securities Act with respect to the firm commitment underwritten public offering of any class of the Company’s equity securities securities, in which the Owners of Registrable Securities have been or will be permitted to include all of their Registrable Securities so requested to be registered pursuant to Section 2.2 (which shall exclude a registration of securities on Form S-8 or otherwise with respect to an employee benefit, retirement or similar plan). (v) At any time after a Registration Statement covering Registrable Securities becomes effective, the Owners of a Super Majority of Registrable Securities covered by such registration may request that the Company withdraw the Registration Statement. Such requested registration shall not constitute a request under Section 2.1(a) for purposes of Section 2.1(f), except as provided in this Section 2.1(f)(v). If the Company withdraws such requested registration after the filing of the Registration Statement with the Commission, the Owners shall be deemed to have used one of their registration rights under Section 2.1(a) for purposes of Section 2.1(f), unless such request of withdrawal was caused by, or made in response to, (1) a material adverse effect or similar event related to the business, properties, condition, prospects or operation of the Company, or (2) a material adverse change in the financial markets or the economy; provided, however, that such withdrawn Registration Statement shall not count as a requested registration pursuant to Section 2.1(a) for purposes of Section 2.1(f)(v) if the Company shall have been reimbursed by the Owners of Registrable Securities covered by such registration for all reasonable out-of-pocket expenses incurred by the Company in connection with such withdrawn registration.

Limitations on Requested Registrations. The Company’s 's obligation to take or continue any action to effect a requested registration under this Section 2.1 shall be subject to the followingfollowing limitations: (i) The number of registrations that the Company is required to effect: (A) at the request of Pioneer, shall not exceed one registration under Section 2.1(k) below and two Demand Registrations, one of which may be a Shelf Registration, (B) at the request of the Individual Vista Holders, shall not exceed one Demand Registration, which may be a Shelf Registration, but the Company shall not be required to effect any Shelf Registration which provides for underwritten take-downs until Pioneer shall no longer own any Registrable Securities, and (AC) more than three registrations requested pursuant to this Section 2.1 (including at the “shelf” registration pursuant to Section 2.1(e)(iii) hereof) through December 31, 2016 and (B) after January 1, 2017, more than one registration per calendar year requested pursuant to this Section 2.1; provided that during the twelve months following an initial public offering request of the Company’s securities pursuant to the holders of Registrable Securities Actother than Pioneer, shall not exceed two Immediate Offering Registrations and one Shelf Registration; provided, however, that no more than one such registration request shall be effected on Form S-1 under and the remainder shall be effected on Form S-3 (such references herein to Securities Act will registration forms shall be requireddeemed to also refer to any successor forms thereto); and provided further provided, that a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (Ax) unless a registration statement with respect thereto has been declared effective and remained effective for a period of at least 90 daysdays (or, with respect to a Shelf Registration, until the earlier of the date on which all securities covered thereby have ceased to be Registrable Securities or the date on which all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof, subject to the provisions of Section 2.1(1) below), (By) if if, after a registration statement has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, or (Cz) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than as a result of the voluntary termination of such offering by the Requisite Holders; (ii) The Except for the rights of Pioneer to initiate registration under this Section 2.1 and the rights of the Individual Vista Holders to initiate registration under the circumstances set forth in Section 2.1(g)(i)(B) above, the Company shall not be required to effect a registration Registration or an underwritten takedown off of a Shelf Registration pursuant to this Section 2.1 unless such registration has been requested initiated by the holders of Registrable Securities other than Pioneer which represent at least 1030% of the Registrable Securities then outstanding, and have an estimated aggregate offering price to the public of at least $3,000,000; (iii) No later than 90 days after the first such date as the Company is eligible to register securities for a continuous and indefinite period of time on Form S-3 (or any successor form or method of registration that provides for the incorporation by reference of historical information regarding the Company’s business and financial affairs) pursuant to Rule 415 under the Securities Act or otherwise, the The Company shall prepare and file a “shelf” registration statement pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the Commission) with respect to the resale by the Owners of their Registrable Securities and providing for such plan of distribution as may be specified in the request of the Requisite Holders; the Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all securities covered by the shelf registration statement in accordance with the intended methods of disposition by the sellers thereof; and the “shelf” registration pursuant to this Section 2.1(e)(iii) shall be considered a requested registration under Section 2.1(e)(i) hereto; and (iv) The Company will not be required to effect a any registration pursuant to this Section 2.1 during the ninety-day applicable waiting period after (defined below) following the filing of a registration statement shall have been filed and declared effective under the Securities Act with respect to the public offering of any class of the Company’s 's equity securities in an Immediate Offering Registration or an underwritten take-down off a Shelf Registration, whether such offering is for the account of the Company or the account of the owners of its equity securities (which shall exclude other than a registration of securities with respect to an employee benefit, retirement or similar planplan or pursuant to the Midland Agreement).; for purposes of this clause (iii), the "APPLICABLE WAITING PERIOD" shall be a period commencing upon the filing of the registration statement for such Immediate Offering Registration or underwritten take-down and extending for a period of 90 days following the earlier of (A) the date of final disposition of all securities offered for sale pursuant to such registration statement in accordance with the intended methods of disposition by the seller or sellers thereof, or (B) the date of the termination or withdrawal of such registration statement; provided, that, if the Company shall have entered into an agreement in connection with any underwritten public offering of securities that restricts the registration or sale of the Company's equity securities (a "LOCK-UP AGREEMENT") for a period longer than 90 days, the applicable waiting period shall be the lesser of (x) the period specified in the Lock-Up Agreement, or (y) 180 days; and (iv) The Company shall not be required to effect any registration pursuant to this Section 2.1 during the applicable waiting period (defined below) following the filing of a registration statement under the Securities Act with respect to the public offering of any class of the Company's equity securities in a Shelf Registration; for purposes of this clause (iv), the "APPLICABLE WAITING PERIOD" shall be a period (A) commencing upon the filing of the registration statement for such Shelf Registration and extending for a period of 90 days