Page 8 of 12 – SEC Filing
The foregoing description of the Lock‑Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock‑Up Agreement, a form of which is included in this Amendment No. 1 as Exhibit 2 and incorporated herein by reference.
Registration Rights Agreement
OPI IV and certain other stockholders of the Issuer entered into a second amended and restated registration rights agreement with the Issuer (the “Registration Rights Agreement”), dated as of March 17, 2017. Pursuant to the Registration Rights Agreement and subject to the terms and conditions therein, the parties agreed that:
Demand Registration Rights
At any time after the earlier of (i) three years from June 22, 2015 or (ii) six months after the Issuer’s initial public offering, the holders of more than 50% of the registrable securities then outstanding have the right to demand that the Issuer use its best efforts to file a registration statement, subject to certain limitations, including, that the aggregated gross offering price for such offering must exceed $50 million. The Issuer is only obligated to file up to two registration statements in connection with the exercise of demand registration rights. The registration rights set out above may be postponed in certain circumstances.
Piggyback Registration Rights
The Registration Rights Agreement further provides that, in the event that the Issuer determines to register any of its securities under the Securities Act, either for its own account or for the account of other security holders, the stockholders who are party to the Registration Rights Agreement, including OPI IV, will be entitled to certain “piggyback” registration rights allowing the holders to include their shares in such registration, subject to certain marketing and other limitations.
Expenses of Registration
The Issuer will pay the registration expenses of the holders of the shares registered pursuant to the demand and piggyback registration rights described above, except underwriting fees, discounts and commissions, fees and disbursements of the selling shareholders’ counsel (other than for one counsel for all shareholders), and any transfer taxes applicable to the securities sold by the shareholders.
Indemnification
The Registration Rights Agreement contains customary cross-indemnification provisions, pursuant to which the Issuer is obligated to indemnify the selling stockholders in the event of material misstatements or omissions in the registration statement attributable to the Issuer, and the selling stockholders are obligated to indemnify the Issuer for material misstatements or omissions attributable to them.
Termination of Registration Rights.
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