Common use of Resale Registrations Clause in Contracts

Resale Registrations. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a “resale” Registration Statement providing for the resale of all Conversion Shares for an offering to be made on a continuous basis pursuant to Rule 415. Such Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Conversion Shares on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith and the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rules 415 and 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Conversion Shares. The Company shall (i) not permit any securities other than the Conversion Shares to be included in such Registration Statement and (ii) use its best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Conversion Shares covered by such Registration Statement have been sold or (y) the date on which the Conversion Shares may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). The Company shall request that the effective time of any such Registration Statement is 5:00 p.m. Eastern Time on the effective date. (b) In the event that the Company is unable to register for resale under Rule 415 of Regulation C under the Securities Act all of the Conversion Shares on the Registration Statement that it has agreed to file pursuant to the first sentence of this Section 2(a) due to limits imposed by the Commission’s interpretation of Rule 415 of Regulation C under the Securities Act, the Company will file a Registration Statement under the Securities Act with the Commission covering the resale by the Purchasers of such lesser amount of the as the Company is able to register pursuant to the Commission’s interpretation of Rule 415 of Regulation C under the Securities Act and use its reasonable best efforts to have such Registration Statement become effective as promptly as possible, and, when permitted to do so by the Commission, to file subsequent registration statement(s) under the Securities Act with the Commission covering the resale any Conversion Shares that were omitted from previous registration statement(s) and use its reasonable best efforts to have such registration declared effective as promptly as possible. In furtherance of the Company’s obligations set forth in the preceding sentence, the parties hereby agree that in the event that any Holder shall deliver to the Company a written notice at any time after the later of (x) the date which is six months after the Effectiveness Date of the latest Registration Statement that was filed pursuant to Section 2(a) or 2(b) hereof, as applicable, or (y) the date on which all Conversion Shares registered on the all of the prior Registration Statements filed pursuant to Section 2(a) and 2(b) hereof are sold, that the Company shall file, within 30 days following the date of receipt of such written notice, an additional Registration Statement registering any Conversion Shares that were omitted from the initial Registration Statement.

Resale Registrations. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a “resale” Registration Statement providing for the resale of all Conversion Shares and Warrant Shares (the “Initial Registrable Securities”), for an offering to be made on a continuous basis pursuant to Rule 415. Such Registration Statement shall be on Form SB-2 S-1 (except if the Company is not then eligible to register for resale the Conversion Shares on Form SB-2, in which case such registration shall be on S-1) or another appropriate form in accordance herewith and the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rules 415 and 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Conversion SharesInitial Registrable Securities. The Company shall (i) not permit any securities other than the Conversion Shares Initial Registrable Securities to be included in such Registration Statement and (ii) use its best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Conversion Shares Initial Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Conversion Shares Initial Registrable Securities may be sold without any restriction pursuant to Rule 144(k) 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). The Company shall request that the effective time of any such Registration Statement is 5:00 p.m. Eastern Time on the effective date. (b) In the event that the Company is unable to register for resale under Rule 415 of Regulation C under the Securities Act all of the Conversion Shares Initial Registrable Securities on the Registration Statement that it has agreed to file pursuant to the first sentence of this Section 2(a) due to limits imposed by the Commission’s interpretation of Rule 415 of Regulation C under the Securities Act, the Company will file a Registration Statement under the Securities Act with the Commission covering the resale by the Purchasers holders of the Initial Registrable Securities of such lesser amount of the as the Company is able to register pursuant to the Commission’s interpretation of Rule 415 of Regulation C under the Securities Act Act, and use its reasonable best efforts to have such Registration Statement become effective as promptly as possible, and, when permitted to do so by the Commission, to file subsequent registration statement(s) under the Securities Act with the Commission covering the resale any Conversion Shares Initial Registrable Securities that were omitted from previous registration statement(s) and use its reasonable best efforts to have such registration declared effective as promptly as possible; provided, however, that the Conversion Shares shall receive priority to be included in a Registration Statement when limits may be imposed on the number of shares to be registered under Rule 415. In furtherance of the Company’s obligations set forth in the preceding sentence, the parties hereby agree that in the event that any Holder shall deliver to the Company a written notice at any time after the later of (x) the date which is six months after the Effectiveness Date of the latest Registration Statement that was filed pursuant to Section 2(a) or 2(b) hereof, as applicable, or (y) the date on which all Conversion Shares Initial Registrable Securities registered on the all of the prior Registration Statements filed pursuant to Section 2(a) and 2(b) hereof are sold, that the Company shall file, within 30 days following the date of receipt of such written notice, an additional Registration Statement registering any Conversion Shares Initial Registrable Securities that were omitted from the initial Registration Statement.

Resale Registrations. (ai) On or prior In addition to the other registrations discussed in this Section 2, within thirty (30) days following Closing (the “Filing Date”), the Company shall prepare and file with (or confidentially submit to) the Commission SEC a “resale” Registration Statement providing for registration statement registering the resale of the shares (a “Registration Statement”) that covers a number of Registrable Securities determined by the Investors that are then held by the Investors, including all Conversion Shares Dragoneer Registrable Securities, for an offering in accordance with the methods of distribution elected by the Investors, including the Dragoneer Investors with respect to be made on a continuous basis pursuant to Rule 415the Dragoneer Registrable Securities, and set forth in the Registration Statement as permitted by this Agreement. Such The Registration Statement shall be the initial Registration Statement filed by the Company on Form SB-2 (except if the Company is not then eligible to register for resale the Conversion Shares on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith and the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rules 415 and 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Conversion SharesS-1 following Closing. The Company shall (i) not permit any securities other than use its commercially reasonable efforts to have the Conversion Shares to be included in such Registration Statement and (ii) use its best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly soon as possible practicable after the filing thereof, but no later than the earlier of (i) sixty (60) calendar days (or ninety (90) calendar days if the SEC notifies the Company that it will “review” the Registration Statement) following the Filing Date and (ii) ten (10) business days after the Company is notified (orally or in any event prior writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the applicable “Effectiveness Date, and ”). The Company agrees to keep cause such Registration Statement continuously Statement, or another shelf registration statement that includes the Registrable Securities to be sold pursuant to this Agreement, to remain effective under until the Securities Act until such date as is the earlier earliest of (x) the date when all Conversion Shares covered by such Registration Statement have been sold or third (3rd) anniversary of Closing, (y) the date on which the Conversion Shares Investors cease to hold any Registrable Securities, or (z) following the first anniversary of Closing, on the first date on which the Investors are able to sell all of their respective Registrable Securities under Rule 144 of the Securities Act within ninety (90) days without limitation as to the amount of such securities that may be sold and without any restriction pursuant to Rule 144(k) as determined by the counsel to requirement for the Company pursuant to a written opinion letterbe in compliance with the current public information required under Rule 144(c)(i) (or Rule 144(i)(2), addressed to the Company’s transfer agent to such effect if applicable) (the “Effectiveness Period”). The Each Investor, other than the Dragoneer Investor, agrees to disclose its ownership to the Company upon request to assist it in making the determination described above In no event shall request that the effective time of any such Investors be identified as a statutory underwriter in the Registration Statement is 5:00 p.m. Eastern Time on unless requested by the effective date. (b) In SEC; provided, that if the event SEC requests that any of the Investors be identified as a statutory underwriter in the Registration Statement, such Investor will have an opportunity to withdraw its Registrable Securities from the Registration Statement. Notwithstanding the foregoing, if the SEC prevents the Company is unable to register for resale under Rule 415 of Regulation C under the Securities Act from including any or all of the Conversion Shares on shares proposed to be registered under the Registration Statement that it has agreed to file pursuant to the first sentence of this Section 2(a) due to limits imposed by limitations on the Commission’s interpretation use of Rule 415 of Regulation C under the Securities Act, the Company will file a Registration Statement under the Securities Act for the resale of the Registrable Securities by the applicable shareholders or otherwise (and notwithstanding that the Company used diligent efforts to advocate with the Commission covering the resale by the Purchasers of such lesser amount staff of the as SEC for the Company is able to register pursuant to registration of all or a greater part of the Commission’s interpretation of Rule 415 of Regulation C under the Securities Act and use its reasonable best efforts to have Registrable Securities), such Registration Statement become effective shall register for resale such number of Registrable Securities which is equal to the maximum number of Registrable Securities as promptly as possible, and, when is permitted to do so by the Commission, to file subsequent registration statement(s) under the Securities Act with the Commission covering the resale any Conversion Shares that were omitted from previous registration statement(s) and use its reasonable best efforts to have such registration declared effective as promptly as possibleSEC. In furtherance such event, the number of the Company’s obligations set forth Registrable Securities to be registered for each selling shareholder named in the preceding sentence, the parties hereby agree that in the event that any Holder shall deliver to the Company a written notice at any time after the later of (x) the date which is six months after the Effectiveness Date of the latest Registration Statement that was filed pursuant to Section 2(a) or 2(b) hereof, as applicable, or (y) shall be reduced first by reducing the date on which number of Sponsor Investor Registrable Securities and then second pro rata among all Conversion Shares registered on the all of the prior Registration Statements filed pursuant to Section 2(a) and 2(b) hereof are sold, that the Company shall file, within 30 days following the date of receipt of such written notice, an additional Registration Statement registering any Conversion Shares that were omitted from the initial Registration Statementother selling shareholders.

Resale Registrations. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a “resale” Registration Statement providing for the resale of all Conversion Shares for an offering to be made on a continuous basis pursuant to Rule 415. Such Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Conversion Shares on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith and the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rules 415 and 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Conversion Shares. The Company shall (i) not permit any securities other than the Conversion Shares to be included in such Registration Statement and (ii) use its best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Conversion Shares covered by such Registration Statement have been sold or (y) the date on which the Conversion Shares may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). The Company shall request that the effective time of any such Registration Statement is 5:00 p.m. Eastern Time on the effective date. (b) In the event that the Company is unable to register for resale under Rule 415 of Regulation C under the Securities Act all of the Conversion Shares and Little Shares on the Registration Statement that it has agreed to file pursuant to the first sentence of this Section 2(a) due to limits imposed by the Commission’s interpretation of Rule 415 of Regulation C under the Securities Act415, the Company will file a Registration Statement under the Securities Act with the Commission covering the resale by the Purchasers of such lesser amount of the Conversion Shares and the Little Shares as the Company is able to register pursuant to the Commission’s interpretation of Rule 415 of Regulation C under the Securities Act and use its reasonable best efforts to have such Registration Statement become effective as promptly as possible, possible and, when permitted to do so by the Commission, to file subsequent registration statement(s) under the Securities Act with the Commission covering the resale of any Conversion Shares and Little Shares that were omitted from previous registration statement(s) and use its reasonable best efforts to have such registration declared effective as promptly as possible. In furtherance of the Company’s obligations set forth in the preceding sentence, the parties hereby agree that in the event that any Holder shall deliver to the Company a written notice at any time after the later of (x) the date which is six months after the Effectiveness Date of the latest Registration Statement that was filed pursuant to Section 2(a) or 2(b) hereof, as applicable, or (y) the date on which all Conversion Shares registered on the all of the prior Registration Statements filed pursuant to Section 2(a) and 2(b) hereof are sold, that the Company shall file, within 30 days following the date of receipt of such written notice, an additional Registration Statement registering any Conversion Shares that were omitted from the initial Registration Statement.

Resale Registrations. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a “resale” Registration Statement providing for the resale of all Conversion Shares the portion of Registrable Securities corresponding thirty percent (30%) of the Company’s Common Stock outstanding following the Closing for an offering to be made on a continuous basis pursuant to Rule 415; provided, however, that such Registration Statement shall not include the shares of Common Stock underlying the warrants issued to the Bridge Investor issued in connection with the issuance of the Convertible Bridge Note (such shares called “Initially Registrable Shares”). The holders of the balance of the Registrable Securities will have registration rights entitling them to request that a registration statement (the “Subsequent Registration Statement”) covering said shares be filed with the Commission no earlier than three (3) months after the effective date of the Initial Registration Statement and no later than eight (8) months from said effective date. Such request (the “Subsequent Registration Notice”) shall be made by Holders in interest of at least a majority of such Registrable Securities. Each Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Conversion Shares Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith and with the Securities Act and the rules promulgated thereunder). Such Registration Statement Statements shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rules 415 and 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Conversion SharesRegistrable Securities. The Company shall (i) not permit any securities other than the Conversion Shares Registrable Securities to be included in such each Registration Statement and (ii) use its best efforts to cause such each Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (xy) the date when all Conversion Shares Registrable Securities covered by such Registration Statement have been sold by the Purchasers or (yz) the date on which the Conversion Shares Registrable Securities may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letterletter to such effect, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). The Company shall request that the effective time of any such the Registration Statement is 5:00 be 4:00 p.m. Eastern Time on the effective date. (b) In the event that the Company is unable to register for resale under Rule 415 of Regulation C under the Securities Act all of the Conversion Shares on the Registration Statement that it has agreed to file pursuant to the first sentence of this Section 2(a) due to limits imposed by the Commission’s interpretation of Rule 415 of Regulation C under the Securities Act, the Company will file a Registration Statement under the Securities Act with the Commission covering the resale by the Purchasers of such lesser amount of the as the Company is able to register pursuant to the Commission’s interpretation of Rule 415 of Regulation C under the Securities Act and use its reasonable best efforts to have such Registration Statement become effective as promptly as possible, and, when permitted to do so by the Commission, to file subsequent registration statement(s) under the Securities Act with the Commission covering the resale any Conversion Shares that were omitted from previous registration statement(s) and use its reasonable best efforts to have such registration declared effective as promptly as possible. In furtherance of the Company’s obligations set forth in the preceding sentence, the parties hereby agree that in the event that any Holder shall deliver to the Company a written notice If at any time after following the later of (x) the effective date which is six months after the Effectiveness Date of the latest Registration Statement that was filed pursuant to Section 2(a) or 2(b) hereof, as applicable, or (y) the date on which all Conversion Shares registered on the all of the prior Registration Statements filed pursuant to referenced elsewhere in this Section 2(a) 2, and 2(b) hereof are sold, that the Company shall file, within 30 days following the date of receipt of such written noticefor any reason, an additional Registration Statement registering is required to be filed because at such time the actual number of shares of Common Stock and shares of Common Stock for which the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall file such additional Registration Statement on the first Business Day following the three-month anniversary of the Subsequent Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as reasonably possible, but in no event later than sixty (60) days after filing. Notwithstanding anything to the contrary set forth in this Section 2, in the event the Commission does not permit the Company to register the “resale” of all of the Registrable Securities anticipated to be so registered on such Registration Statement pursuant to Rule 415, the Company shall register in the Registration Statement such number of Registrable Securities as is permitted by the Commission, provided, however, that the number of Registrable Securities to be included in such Registration Statement or any Conversion Shares subsequent registration statement shall be determined in the following order: (i) first, the shares of Common Stock shall be registered on a pro rata basis among the Holders, and (ii) second, the shares of Common Stock issuable upon exercise of the Warrants shall be registered on a pro rata basis among the Holders. In the event the Commission does not permit the Company to register all of the Registrable Securities in the Registration Statement, the Company shall use its best efforts to register the Registrable Securities, subject to the foregoing sentence, that were omitted from not registered in the initial Registration StatementStatement as promptly as possible and in a manner permitted by the Commission, in accordance with the provisions of this Section 2 or otherwise.

Resale Registrations. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a “resale” Registration Statement providing for the resale of all Conversion Shares the portion of Registrable Securities corresponding to twenty percent (20%) of the Company’s Common Stock outstanding following the Closing for an offering to be made on a continuous basis pursuant to Rule 415; the Holders and securities to be subject to such initial registration statement shall set forth on Schedule II hereto (as such Schedule II may be revised from time to time as described in Section 7(a) herein) (such shares called “Initially Registrable Shares”). Such The Holders of the balance of the Registrable Securities will have registration rights entitling them to request that one additional registration statement only (the “Subsequent Registration Statement”) covering said shares be filed with the Commission no earlier than six (6) months after the effective date of the Initial Registration Statement and no later than nine (9) months from said effective date, provided however, that such Subsequent Registration Statement shall not be filed if such shares are, at the time of eligibility for such Subsequent Registration Statement, are either (i) subject to and covered by an effective registration statement (ii) or eligible for sale pursuant to Rule 144. Each Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Conversion Shares Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith and with the Securities Act and the rules promulgated thereunder). Such Registration Statement Statements shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rules 415 and 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Conversion SharesRegistrable Securities. The Company shall (i) not permit any securities other than the Conversion Shares Registrable Securities to be included in such each Registration Statement and (ii) use its best efforts to cause such each Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (xy) the date when all Conversion Shares Registrable Securities covered by such Registration Statement have been sold by the Purchasers or (yz) the date on which the Conversion Shares Registrable Securities may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letterletter to such effect, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). The Company shall request that the effective time of any such the Registration Statement is 5:00 be 4:00 p.m. Eastern Time on the effective date. (b) In the event that the Company is unable to register for resale under Rule 415 of Regulation C under the Securities Act all of the Conversion Shares on the Registration Statement that it has agreed to file pursuant to the first sentence of this Section 2(a) due to limits imposed by the Commission’s interpretation of Rule 415 of Regulation C under the Securities Act, the Company will file a Registration Statement under the Securities Act with the Commission covering the resale by the Purchasers of such lesser amount of the as the Company is able to register pursuant to the Commission’s interpretation of Rule 415 of Regulation C under the Securities Act and use its reasonable best efforts to have such Registration Statement become effective as promptly as possible, and, when permitted to do so by the Commission, to file subsequent registration statement(s) under the Securities Act with the Commission covering the resale any Conversion Shares that were omitted from previous registration statement(s) and use its reasonable best efforts to have such registration declared effective as promptly as possible. In furtherance of the Company’s obligations set forth in the preceding sentence, the parties hereby agree that in the event that any Holder shall deliver to the Company a written notice If at any time after following the later of (x) the effective date which is six months after the Effectiveness Date of the latest Registration Statement that was filed pursuant to Section 2(a) or 2(b) hereof, as applicable, or (y) the date on which all Conversion Shares registered on the all of the prior Registration Statements filed pursuant to referenced elsewhere in this Section 2(a) 2, and 2(b) hereof are sold, that the Company shall file, within 30 days following the date of receipt of such written noticefor any reason, an additional Registration Statement registering is required to be filed because at such time the actual number of shares of Common Stock and shares of Common Stock into which the Notes are convertible exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall file such additional Registration Statement on the first Business Day following the three-month anniversary of the Subsequent Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as reasonably possible, but in no event later than sixty (60) days after filing. Notwithstanding anything to the contrary set forth in this Section 2, in the event the Commission does not permit the Company to register the “resale” of all of the Registrable Securities anticipated to be so registered on such Registration Statement pursuant to Rule 415, the Company shall register in the Registration Statement such number of Registrable Securities as is permitted by the Commission, that the number of Registrable Securities to be included in such Registration Statement or any Conversion Shares subsequent registration statement shall be determined on a pro rata basis among the Holders, the amount of shares of Common Stock and shares of Common Stock underlying Notes, if any, to be registered for a Holder to cut back proportionately. In the event the Commission does not permit the Company to register all of the Registrable Securities in the Registration Statement, the Company shall use its best efforts to register the Registrable Securities, subject to the foregoing sentence, that were omitted from not registered in the initial Registration StatementStatement as promptly as possible and in a manner permitted by the Commission, in accordance with the provisions of this Section 2.

Resale Registrations. (ai) On or prior In addition to the other registrations discussed in this Section 2, within thirty (30) days following Closing (the “Filing Date”), the Company shall prepare and file with (or confidentially submit to) the Commission SEC a “resale” Registration Statement providing for registration statement registering the resale of the shares (a “Registration Statement”) that covers a number of Registrable Securities determined by the Investors that are then held by the Investors, including all Conversion Shares Dragoneer Registrable Securities, for an offering in accordance with the methods of distribution elected by the Investors, including the Dragoneer Investors with respect to be made on a continuous basis pursuant to Rule 415the Dragoneer Registrable Securities, and set forth in the Registration Statement as permitted by this Agreement. Such The Registration Statement shall be the initial Registration Statement filed by the Company on Form SB-2 (except if the Company is not then eligible to register for resale the Conversion Shares on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith and the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rules 415 and 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Conversion SharesS-1 following Closing. The Company shall (i) not permit any securities other than use its commercially reasonable efforts to have the Conversion Shares to be included in such Registration Statement and (ii) use its best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly soon as possible practicable after the filing thereof, but no later than the earlier of (i) sixty (60) calendar days (or ninety (90) calendar days if the SEC notifies the Company that it will “review” the Registration Statement) following the Filing Date and (ii) ten (10) business days after the Company is notified (orally or in any event prior writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the applicable “Effectiveness Date, and ”). The Company agrees to keep cause such Registration Statement continuously Statement, or another shelf registration statement that includes the Registrable Securities to be sold pursuant to this Agreement, to remain effective under until the Securities Act until such date as is the earlier earliest of (x) the date when all Conversion Shares covered by such Registration Statement have been sold or third (3rd) anniversary of Closing, (y) the date on which the Conversion Shares Investors cease to hold any Registrable Securities, or (z) following the first anniversary of Closing, on the first date on which the Investors are able to sell all of their respective Registrable Securities under Rule 144 of the Securities Act within ninety (90) days without limitation as to the amount of such securities that may be sold and without any restriction pursuant to Rule 144(k) as determined by the counsel to requirement for the Company pursuant to a written opinion letterbe in compliance with the current public information required under Rule 144(c)(i) (or Rule 144(i)(2), addressed to the Company’s transfer agent to such effect if applicable) (the “Effectiveness Period”). The Each Investor, other than the Dragoneer Investor, agrees to disclose its ownership to the Company upon request to assist it in making the determination described above. In no event shall request that the effective time of any such Investors be identified as a statutory underwriter in the Registration Statement is 5:00 p.m. Eastern Time on unless requested by the effective date. (b) In SEC; provided, that if the event SEC requests that any of the Investors be identified as a statutory underwriter in the Registration Statement, such Investor will have an opportunity to withdraw its Registrable Securities from the Registration Statement. Notwithstanding the foregoing, if the SEC prevents the Company is unable to register for resale under Rule 415 of Regulation C under the Securities Act from including any or all of the Conversion Shares on shares proposed to be registered under the Registration Statement that it has agreed to file pursuant to the first sentence of this Section 2(a) due to limits imposed by limitations on the Commission’s interpretation use of Rule 415 of Regulation C under the Securities Act, the Company will file a Registration Statement under the Securities Act for the resale of the Registrable Securities by the applicable shareholders or otherwise (and notwithstanding that the Company used diligent efforts to advocate with the Commission covering the resale by the Purchasers of such lesser amount staff of the as SEC for the Company is able to register pursuant to registration of all or a greater part of the Commission’s interpretation of Rule 415 of Regulation C under the Securities Act and use its reasonable best efforts to have Registrable Securities), such Registration Statement become effective shall register for resale such number of Registrable Securities which is equal to the maximum number of Registrable Securities as promptly as possible, and, when is permitted to do so by the Commission, to file subsequent registration statement(s) under the Securities Act with the Commission covering the resale any Conversion Shares that were omitted from previous registration statement(s) and use its reasonable best efforts to have such registration declared effective as promptly as possibleSEC. In furtherance such event, the number of the Company’s obligations set forth Registrable Securities to be registered for each selling shareholder named in the preceding sentence, the parties hereby agree that in the event that any Holder shall deliver to the Company a written notice at any time after the later of (x) the date which is six months after the Effectiveness Date of the latest Registration Statement that was filed pursuant to Section 2(a) or 2(b) hereof, as applicable, or (y) shall be reduced first by reducing the date on which number of Sponsor Investor Registrable Securities and then second pro rata among all Conversion Shares registered on the all of the prior Registration Statements filed pursuant to Section 2(a) and 2(b) hereof are sold, that the Company shall file, within 30 days following the date of receipt of such written notice, an additional Registration Statement registering any Conversion Shares that were omitted from the initial Registration Statementother selling shareholders.

Resale Registrations. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a “resale” Registration Statement providing for the resale of all fifty percent (50%) of the Conversion Shares, one hundred percent (100%) of the Escrow Shares, fifty percent (50%) of the Warrant Shares, one hundred percent (100%) of the Initial Vision Shares (subject to the terms and conditions of Section 2(a) of the Vision Registration Rights Agreement), and one hundred percent (100%) of the Shell Shares (collectively, the “Initial Registrable Securities”), for an offering to be made on a continuous basis pursuant to Rule 415. Such Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Conversion Shares on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith and the Securities Act and the rules promulgated thereunder)S-1. Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rules 415 and 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Conversion Shares. The Company shall (i) not permit any securities other than the Conversion Shares Initial Registrable Securities to be included in such Registration Statement and (ii) use its best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Conversion Shares Initial Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Conversion Shares Initial Registrable Securities may be sold without any restriction pursuant to Rule 144(k) 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). The Company shall request that the effective time of any such Registration Statement is 5:00 p.m. Eastern Time on the effective date. (b) In the event that the Company is unable to register for resale under Rule 415 of Regulation C under the Securities Act all of the Conversion Shares Initial Registrable Securities on the Registration Statement that it has agreed to file pursuant to the first sentence of this Section 2(a) due to limits imposed by the Commission’s interpretation of Rule 415 of Regulation C under the Securities Act, then the Company will file a shall be obligated to include in such Initial Registration Statement (which may be a subsequent Registration Statement if the Company needs to withdraw the Initial Registration Statement and refile a new Registration Statement in order to rely on Rule 415) only such limited portion of the Registrable Securities, Vision Shares and Shell Shares as the Commission shall permit. Any exclusion of Registrable Securities, Vision Shares or Shell Shares shall be made pro rata among the Holders in proportion to the number of Registrable Securities, Vision Shares or Shell Shares held by such persons; provided, however, that the number of Registrable Securities, Vision Shares or Shell Shares to be omitted from such initial Registration Statement or any subsequent registration statement shall be determined in the following order: (i) first, on a pro rata basis, the Escrow Shares and the Escrow Shares as defined under the Securities Act with Vision Registration Rights Agreement; (ii) second, on a pro rata basis, the Commission covering Warrant Shares and the resale by the Purchasers of such lesser amount of the Warrant Shares as the Company is able to register pursuant to the Commission’s interpretation of Rule 415 of Regulation C defined under the Securities Act Vision Registration Rights Agreement; (iii) third, on a pro rata basis for a period of twelve months from the Closing Date at which point any such shares shall be registered last, the Conversion Shares and use its reasonable best efforts to have such Registration Statement become effective the Conversion Shares as promptly as possible, and, when permitted to do so by the Commission, to file subsequent registration statement(s) defined under the Securities Act with Vision Registration Rights Agreement; and (iv) fourth, the Commission covering the resale any Conversion Shares that were omitted from previous registration statement(s) and use its reasonable best efforts to have such registration declared effective as promptly as possibleShell Shares. In furtherance of the Company’s obligations set forth in the preceding sentence, the parties hereby agree that in the event that any Holder shall deliver to the Company a written notice at any time after the later of (x) the date which is six months after the Effectiveness Date of the latest Registration Statement that was filed pursuant to Section 2(a) or 2(b) hereof, as applicable, or (y) the date on which all Conversion Shares Initial Registrable Securities registered on the all of the prior Registration Statements filed pursuant to Section 2(a) and 2(b) hereof are sold, that the Company shall file, within 30 days following the date of receipt of such written notice, an additional Registration Statement registering any Conversion Shares Initial Registrable Securities that were omitted from the initial Registration Statement. (c) Notwithstanding anything to the contrary in this Section 2, nothing in this Agreement shall be construed to restrict or supercede the rights and obligations set forth in the Vision Registration Rights Agreement as pertains to the Vision Shares.