Page 9 of 12 – SEC Filing
| CUSIP No. 253031108 | 13D | Page 9 of 12 |
In addition, the Issuer and the Investors, including the Reporting Persons, made certain customary
representations, warranties and covenants to each other in the Purchase Agreement.
Registration Rights Agreement
The Reporting Persons, together with the other Investors, entered into an Amended and Restated Registration Rights Agreement with the Issuer on April 11,
2017 (the Registration Rights Agreement), which provides certain rights with respect to the registration of Common Stock under the Securities Act of 1933, as amended (the Securities Act).
References to and the description of the Registration Rights Agreement set forth in this Item 6 do not purport to be complete and are qualified in their
entirety by reference to the full text of the Registration Rights Agreement, which is attached hereto as Exhibit D and incorporated by reference herein.
Demand Registration Rights
Each Investor holding
Registrable Securities (as defined in the Registration Rights Agreement) has the right to make up to two written demands that the Issuer file a registration statement under the Securities Act with an aggregate offering price, net of underwriting
discounts and commissions but before expenses, equal to or greater than $5,000,000, subject to certain specified exceptions.
Shelf Registration Rights
If the Issuer is eligible to use a registration statement on Form S-3 for transactions involving secondary
offerings, upon the written request of any Investor holding Registrable Securities, the Issuer must promptly file a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the offer and sale of Common Stock by such
Investor from time to time in accordance with the methods of distribution elected by such Investor, provided that the aggregate offering price, net of underwriting discounts and commissions but before expenses, is equal to or greater than $5,000,000
and subject to certain other specified exceptions.
At any time that the Issuer has an effective shelf registration statement with respect to an Investor
holding Registrable Securities, such Investor may make a written request to the Issuer to effect a public offering of all or a portion of such Investors Registrable Securities that may be registered under such shelf registration statement,
subject to certain specified exemptions.
Piggyback Registration Rights
If the Issuer proposes to file a registration statement under the Securities Act or to conduct a public offering with respect to any of its equity securities
for its own account or the account of any other person, the Investors then holding Registrable Securities are entitled to notice of the registration or public offering and have the right to include their shares in such registration or public
offering, subject to certain specified exceptions. The underwriters of any proposed offering will have the right to limit the number of shares having registration rights to be included in the registration, but not below 25% of the total value of
securities included in such registration.
Expenses of Registration
The Issuer will pay all expenses relating to any demand, piggyback or shelf registration, other than fees and disbursements to underwriters not customarily
paid by the issuers of securities in an offering similar to the applicable offering, subject to certain specified conditions and limitations.
