Page 6 of 8 – SEC Filing
SCHEDULE 13D
| CUSIP No. 92847R104 | Page 6 of 8 |
Series D Investors Rights Agreement
Pursuant to the Companys investors rights agreement, dated June 7, 2011 (the Series D 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 such shares under the Securities Act. Subject to
company-imposed lock-ups and limitations in the Series D IRA, including the Companys ability to delay registration in certain circumstances, the holders of at least 25% of these securities then outstanding may require, on two occasions,
that the Company use its 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 $7 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 to as few as 45% of the offering. The holders of these securities then outstanding may also require us, but not more than one time in any 12-month period, to register
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 $1 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 Series D IRA terminate upon the earliest of (i) the five-year anniversary of the effective date of the
Companys initial public offering, or (ii) as to a given holder of registration rights, when such holder and such holders affiliates can sell all of such holders registrable securities in a three month-period pursuant to Rule
144. Accordingly, only those of directors, executive officers and their affiliates who were parties to the Series D IRA (and whose registration rights under the Series D IRA were not superseded by the Senior Preferred IRA) have existing registration
rights.
The description of the above agreements do not purport to be complete descriptions and are qualified in their entirety by
reference to the full text of such agreements, which are filed as part of this Schedule 13D and incorporated by reference herein.
Item 7.
Material to be Filed as Exhibits.
| Exhibit A: | Fourth Amended and Restated Investors Rights Agreement, dated August 28, 2013 (incorporated by reference to Exhibit 4.2 to the Companys Registration Statement on Form S-1 filed on October 11, 2013) | |
| Exhibit B: | Amended and Restated Investors Rights Agreement dated June 7, 2011 (incorporated by reference to Exhibit 4.4 to the Companys Registration Statement on Form S-1 filed on October 11, 2013) | |
