Common use of Resale Registrations Clause in Contracts

Resale Registrations. (i) 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 SEC a 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 Dragoneer Registrable Securities, for an offering in accordance with the methods of distribution elected by the Investors, including the Dragoneer Investors with respect to the Dragoneer Registrable Securities, and set forth in the Registration Statement as permitted by this Agreement. The Registration Statement shall be the initial Registration Statement filed by the Company on Form S-1 following Closing. The Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as 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 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 “Effectiveness Date”). The Company agrees to cause such Registration Statement, or another shelf registration statement that includes the Registrable Securities to be sold pursuant to this Agreement, to remain effective until the earliest of (x) the third (3rd) anniversary of Closing, (y) the date on which the 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 the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(i) (or Rule 144(i)(2), if applicable) (the “Effectiveness Period”). 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 the Investors be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the 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 from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of 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 staff of the SEC for the registration of all or a greater part of the Registrable Securities), such Registration Statement shall register for resale such number of Registrable Securities which is equal to the maximum number of Registrable Securities as is permitted by the SEC. In such event, the number of Registrable Securities to be registered for each selling shareholder named in the Registration Statement shall be reduced first by reducing the number of Sponsor Investor Registrable Securities and then second pro rata among all such other selling shareholders.

Resale Registrations. (i) 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 SEC a 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 Dragoneer Registrable Securities, for an offering in accordance with the methods of distribution elected by the Investors, including the Dragoneer Investors with respect to the Dragoneer Registrable Securities, and set forth in the Registration Statement as permitted by this Agreement. The Registration Statement shall be the initial Registration Statement filed by the Company on Form S-1 following Closing. The Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as 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 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 “Effectiveness Date”). The Company agrees to cause such Registration Statement, or another shelf registration statement that includes the Registrable Securities to be sold pursuant to this Agreement, to remain effective until the earliest of (x) the third (3rd) anniversary of Closing, (y) the date on which the 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 the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(i) (or Rule 144(i)(2), if applicable) (the “Effectiveness Period”). 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 above. In no event shall the Investors be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the 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 from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of 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 staff of the SEC for the registration of all or a greater part of the Registrable Securities), such Registration Statement shall register for resale such number of Registrable Securities which is equal to the maximum number of Registrable Securities as is permitted by the SEC. In such event, the number of Registrable Securities to be registered for each selling shareholder named in the Registration Statement shall be reduced first by reducing the number of Sponsor Investor Registrable Securities and then second pro rata among all such other selling shareholders.

Resale Registrations. (i) In addition On or prior 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 SEC Commission a registration statement registering “resale” Registration Statement providing for the resale of 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”) that covers 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 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 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 Registrable Securities determined by the Investors that are then held by the Investorsadditional shares of Common Stock resulting from stock splits, including all Dragoneer Registrable Securities, for an offering in accordance with the methods of distribution elected by the Investors, including the Dragoneer Investors stock dividends or similar transactions with respect to the Dragoneer Registrable Securities, and set forth in the Registration Statement as permitted by this Agreement. The Registration Statement shall be the initial Registration Statement filed by the Company on Form S-1 following Closing. The Company shall (i) not permit any securities other than the Registrable Securities to be included in each Registration Statement and (ii) use its commercially reasonable best efforts to have the cause each Registration Statement to be declared effective under the Securities Act as soon promptly as practicable possible after the filing thereof, but no later than in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (iy) sixty (60) calendar days (or ninety (90) calendar days if the SEC notifies the Company that it will “review” the date when all Registrable Securities covered by such Registration Statement) following the Filing Date and (ii) ten (10) business days after the Company is notified (orally or in writing, whichever is earlier) Statement have been sold by the SEC that the Registration Statement will not be “reviewed” Purchasers or will not be subject to further review (such earlier date, the “Effectiveness Date”). The Company agrees to cause such Registration Statement, or another shelf registration statement that includes the Registrable Securities to be sold pursuant to this Agreement, to remain effective until the earliest of (x) the third (3rd) anniversary of Closing, (yz) the date on which the 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 requirement for counsel to the Company pursuant to be in compliance with a written opinion letter to such effect, addressed to the current public information required under Rule 144(c)(i) (or Rule 144(i)(2), if applicable) Company’s transfer agent (the “Effectiveness Period”). Each InvestorThe Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the effective date. If at any time following the effective date of the Registration Statements referenced elsewhere in this Section 2, other and for any reason, an additional Registration Statement 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 the Dragoneer Investor, agrees to disclose its ownership 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 upon request to assist it in making register the determination described above In no event “resale” of all of the Registrable Securities anticipated to be so registered on such Registration Statement pursuant to Rule 415, the Company shall the Investors be identified as a statutory underwriter register in the Registration Statement unless requested by the SEC; provided, that if the 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 from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of 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 staff of the SEC for the registration of all or a greater part of the Registrable Securities), such Registration Statement shall register for resale such number of Registrable Securities which is equal to the maximum number of Registrable Securities as is permitted by the SEC. In such eventCommission, provided, however, that the number of Registrable Securities to be included in such Registration Statement or any subsequent registration statement shall be determined in the following order: (i) first, the shares of Common Stock shall be registered for each selling shareholder named 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 not registered in the Registration Statement shall be reduced first as promptly as possible and in a manner permitted by reducing the number Commission, in accordance with the provisions of Sponsor Investor Registrable Securities and then second pro rata among all such other selling shareholdersthis Section 2 or otherwise.

Resale Registrations. (i) In addition On or prior 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 SEC Commission a registration statement registering “resale” Registration Statement providing for the resale of the portion of Registrable Securities corresponding to 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; the holders and securities to be subject to such initial registration statement shall set forth on Schedule III hereto (as such Schedule III may be revised from time to time as described in Section 7(a) herein) 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 (a such shares called “Initially Registrable Shares”). Subject to the rights set forth in the following paragraph, 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”) that covers 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. Such request (the “Subsequent Registration Notice”) shall be made by Holders in interest of at least a majority of such Registrable Securities. Subject to the limitations set forth below, the holders of shares of Common Stock issuable upon exercise of the Warrants shall have an unlimited number of Registrable Securities determined demand registrations; provided however, that no such shares of Common Stock may be included in such a demand registration statement (a) until such time as they are issued pursuant to the exercise of the Warrants, (b) if such shares are, at the time of such demand registration statement, not subject to and covered by an effective registration statement and (c) the aggregate gross proceeds received by the Investors that are then held by the Investors, including all Dragoneer Registrable Securities, for an offering in accordance with the methods of distribution elected by the Investors, including the Dragoneer Investors Company with respect to the Dragoneer Registrable Securities, and set forth shares issued upon exercise of such Warrants to be included in the demand registration statement exceeds $2.0 million. Once said $2.0 million is received by the Company, the Company shall send to each Holder of Common Stock referenced in this paragraph written notice of such determination and, if within thirty (30) days after receipt of such notice, the Company has received notices from Holders holding at least a majority of such shares of Common Stock desiring to effect a registration of the subject shares, the Company will file a Registration Statement as permitted by this Agreementwith the Commission on such applicable form within 45 days of the receipt of such notice. The Registration Statement shall be the initial Registration Statement filed by on Form SB-2 or Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 following ClosingSB-2 or Form S-3, in which case such registration shall be on another appropriate form in accordance herewith and with the Securities Act and the rules promulgated thereunder). The Company shall include in such Registration Statement all or any part of such shares of Common Stock as the Holders request to be registered; provided, however, that the Company shall not be required to register any such shares pursuant to this paragraph that are eligible for sale pursuant to Rule 144 of the Securities Act. Each Registration Statement shall be on Form SB-2 or Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2 or Form S-3, 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 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 Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities to be included in each Registration Statement and (ii) use its commercially reasonable best efforts to have the cause each Registration Statement to be declared effective under the Securities Act as soon promptly as practicable possible after the filing thereof, but no later than in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (iy) sixty (60) calendar days (or ninety (90) calendar days if the SEC notifies the Company that it will “review” the date when all Registrable Securities covered by such Registration Statement) following the Filing Date and (ii) ten (10) business days after the Company is notified (orally or in writing, whichever is earlier) Statement have been sold by the SEC that the Registration Statement will not be “reviewed” Purchasers or will not be subject to further review (such earlier date, the “Effectiveness Date”). The Company agrees to cause such Registration Statement, or another shelf registration statement that includes the Registrable Securities to be sold pursuant to this Agreement, to remain effective until the earliest of (x) the third (3rd) anniversary of Closing, (yz) the date on which the 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 requirement for counsel to the Company pursuant to be in compliance with a written opinion letter to such effect, addressed to the current public information required under Rule 144(c)(i) (or Rule 144(i)(2), if applicable) Company’s transfer agent (the “Effectiveness Period”). Each InvestorThe Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the effective date. If at any time following the effective date of the Registration Statements referenced elsewhere in this Section 2, other and for any reason, an additional Registration Statement 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 the Dragoneer Investor, agrees to disclose its ownership 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 upon request to assist it in making register the determination described above In no event “resale” of all of the Registrable Securities anticipated to be so registered on such Registration Statement pursuant to Rule 415, the Company shall the Investors be identified as a statutory underwriter register in the Registration Statement unless requested by the SEC; provided, that if the 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 from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of 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 staff of the SEC for the registration of all or a greater part of the Registrable Securities), such Registration Statement shall register for resale such number of Registrable Securities which is equal to the maximum number of Registrable Securities as is permitted by the SEC. In such eventCommission, that the number of Registrable Securities to be included in such Registration Statement or any 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 Warrants, if any, to be registered for each selling shareholder named 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 not registered in the Registration Statement shall be reduced first as promptly as possible and in a manner permitted by reducing the number Commission, in accordance with the provisions of Sponsor Investor Registrable Securities and then second pro rata among all such other selling shareholdersthis Section 2.

Resale Registrations. (i) In addition On or prior 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 SEC Commission a registration statement registering “resale” Registration Statement providing for the resale of 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”). The Holders of the balance of the Registrable Securities will have registration rights entitling them to request that one additional registration statement only (a 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 covers a 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 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 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 Registrable Securities determined by the Investors that are then held by the Investorsadditional shares of Common Stock resulting from stock splits, including all Dragoneer Registrable Securities, for an offering in accordance with the methods of distribution elected by the Investors, including the Dragoneer Investors stock dividends or similar transactions with respect to the Dragoneer Registrable Securities, and set forth in the Registration Statement as permitted by this Agreement. The Registration Statement shall be the initial Registration Statement filed by the Company on Form S-1 following Closing. The Company shall (i) not permit any securities other than the Registrable Securities to be included in each Registration Statement and (ii) use its commercially reasonable best efforts to have the cause each Registration Statement to be declared effective under the Securities Act as soon promptly as practicable possible after the filing thereof, but no later than in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (iy) sixty (60) calendar days (or ninety (90) calendar days if the SEC notifies the Company that it will “review” the date when all Registrable Securities covered by such Registration Statement) following the Filing Date and (ii) ten (10) business days after the Company is notified (orally or in writing, whichever is earlier) Statement have been sold by the SEC that the Registration Statement will not be “reviewed” Purchasers or will not be subject to further review (such earlier date, the “Effectiveness Date”). The Company agrees to cause such Registration Statement, or another shelf registration statement that includes the Registrable Securities to be sold pursuant to this Agreement, to remain effective until the earliest of (x) the third (3rd) anniversary of Closing, (yz) the date on which the 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 requirement for counsel to the Company pursuant to be in compliance with a written opinion letter to such effect, addressed to the current public information required under Rule 144(c)(i) (or Rule 144(i)(2), if applicable) Company’s transfer agent (the “Effectiveness Period”). Each InvestorThe Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the effective date. If at any time following the effective date of the Registration Statements referenced elsewhere in this Section 2, other and for any reason, an additional Registration Statement 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 the Dragoneer Investor, agrees to disclose its ownership 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 upon request to assist it in making register the determination described above In no event “resale” of all of the Registrable Securities anticipated to be so registered on such Registration Statement pursuant to Rule 415, the Company shall the Investors be identified as a statutory underwriter register in the Registration Statement unless requested by the SEC; provided, that if the 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 from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of 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 staff of the SEC for the registration of all or a greater part of the Registrable Securities), such Registration Statement shall register for resale such number of Registrable Securities which is equal to the maximum number of Registrable Securities as is permitted by the SEC. In such eventCommission, that the number of Registrable Securities to be included in such Registration Statement or any 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 each selling shareholder named 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 not registered in the Registration Statement shall be reduced first as promptly as possible and in a manner permitted by reducing the number Commission, in accordance with the provisions of Sponsor Investor Registrable Securities and then second pro rata among all such other selling shareholdersthis Section 2.

Resale Registrations. (ia) In addition On or prior 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 SEC Commission a registration statement registering “resale” Registration Statement providing for the resale of fifty percent (50%) of the shares Conversion Shares, one hundred percent (a 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 “Registration Statement”) that covers a number of Registrable Securities determined by the Investors that are then held by the Investors, including all Dragoneer Initial Registrable Securities”), for an offering in accordance with to be made on a continuous basis pursuant to Rule 415. Such Registration Statement shall be on Form S-1. Such Registration Statement shall cover to the methods extent allowable under the Securities Act and the rules promulgated thereunder (including Rules 415 and 416), such indeterminate number of distribution elected by the Investorsadditional shares of Common Stock resulting from stock splits, including the Dragoneer Investors stock dividends or similar transactions with respect to the Dragoneer Registrable Securities, and set forth in the Registration Statement as permitted by this Agreement. The Registration Statement shall be the initial Registration Statement filed by the Company on Form S-1 following ClosingConversion Shares. The Company shall (i) not permit any securities other than the Initial Registrable Securities to be included in such Registration Statement and (ii) use its commercially reasonable best efforts to have the cause such Registration Statement to be declared effective under the Securities Act as soon promptly as practicable possible after the filing thereof, but no later than 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 (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 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 “Effectiveness Date”). The Company agrees to cause such Registration Statement, or another shelf registration statement that includes the Registrable Securities to be sold pursuant to this Agreement, to remain effective until the earliest of (x) the third (3rd) anniversary of Closing, date when all Initial Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the 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 Initial 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 as determined by the requirement for counsel to the Company pursuant to be in compliance with a written opinion letter, addressed to the current public information required under Rule 144(c)(i) (or Rule 144(i)(2), if applicable) Company’s transfer agent to such effect (the “Effectiveness Period”). Each Investor, other than the Dragoneer Investor, agrees to disclose its ownership to the The Company upon shall request to assist it in making the determination described above In no event shall the Investors be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the 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 from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of 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 staff effective time of the SEC for the registration of all or a greater part of the Registrable Securities), any such Registration Statement shall register for resale such number of Registrable Securities which is equal to 5:00 p.m. Eastern Time on the maximum number of Registrable Securities as is permitted by the SEC. In such event, the number of Registrable Securities to be registered for each selling shareholder named in the Registration Statement shall be reduced first by reducing the number of Sponsor Investor Registrable Securities and then second pro rata among all such other selling shareholderseffective date.