Page 5 of 8 – SEC Filing
SCHEDULE 13D
| CUSIP No. 92847R104 | Page 5 of 8 |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer.
The information set forth in Items 3 and 4 of this Schedule 13D is hereby incorporated by reference into this Item 6, as
applicable.
Senior Preferred Investors Rights Agreement
Pursuant to the Companys Fourth Amended and Restated Investors Rights Agreement, dated August 28, 2013, as amended (the
Senior Preferred IRA), certain holders of Common Stock, including the Reporting Person and various trusts and other entities affiliated with the Reporting Person, are entitled to certain rights with respect to the registration of
shares of Common Stock under the Securities Act. Subject to company-imposed lock-ups and certain limitations in the Senior Preferred IRA, including its ability to delay registration in certain circumstances, the holders of at least 25% of these
securities then outstanding may demand on three occasions, that the Company use its reasonable best efforts to register these securities using a long form registration statement for public resale if the anticipated aggregate offering price, net of
underwriting discounts and commissions, would exceed $15 million. If the Company registers any of its common stock either for its own account or for the account of other security holders, the holders of these securities are entitled to include
their shares of common stock in that registration, subject to the ability of the underwriters to limit the number of shares included in the offering. The Company is obligated to use its reasonable best efforts to make short form registration
statements available, and the holders of at least 25% of these securities then outstanding may also demand, but not more than two times in any 12-month period, that the Company registers all or a portion of these securities using a short form
registration statement, provided, among other limitations, that the proposed aggregate selling price is at least $15 million. The Company will be responsible for paying all registration expenses, including the reasonable fees of legal counsel
for the selling holders, and the holders selling their shares will be responsible for paying all selling expenses.
Registration rights
under the Senior Preferred IRA terminate, as to a given holder of registration rights, when such holder and such holders affiliates can sell all of their registrable securities in a three-month period pursuant to Rule 144. Accordingly,
only those of its directors, executive officers and their affiliates who were parties to the Senior Preferred IRA have existing registration rights.
The Senior Preferred IRA also provides that, for so long as the Reporting Person and various trusts and other entities affiliated with the
Reporting Person holds at least 30% of the outstanding Common Stock, the Reporting Person and various trusts and other entities affiliated with the Reporting Person have the right to nominate 40% of the Companys directors (rounded up to the
nearest whole number). If the Reporting Person and various trusts and other entities affiliated with the Reporting Person hold less than 30% (but at least 20%) of the outstanding Common Stock, they have the right to nominate 30% of the
Companys directors (rounded up to the nearest whole number). If the Reporting Person and various trusts and other entities affiliated with the Reporting Person hold less than 20% (but at least 10%) of the outstanding Common Stock, they have
the right to nominate 20% of the Companys directors (rounded up to the nearest whole number). If the Reporting Person and various trusts and other entities affiliated with the Reporting Person hold less than 10% (but at least 2%) of the
outstanding Common Stock, they have the right to nominate 10% of the Companys directors (rounded up to the nearest whole number). For so long as the Reporting Person and various trusts and other entities affiliated with the Reporting Person
hold less than 2% of the outstanding Common Stock, they do not have the contractual right to nominate any representatives to the Companys board of directors. To date the Reporting Person and various trusts and other entities affiliated with
the Reporting Person have not exercised their rights to nominate any directors, but they have reserved the right to do so in the future.
The Senior Preferred IRA provides that for so long as the Reporting Person and Terence E. Winters both serve as members of the Companys
board of directors, each shall serve as co-chairman of the Companys board of directors and the Reporting Person shall serve as the Companys Lead Director. In the event that the Reporting Person serves as a member of the Companys
board of directors at a time when Dr. Winters does not, the Reporting Person will serve as the Companys chairman of the board and Lead Director. Dr. Winters will serve as Co-Chairman only so long as he is both a director and the
Companys Chief Executive Officer.
