EFTA01381324.pdf

Form S-I Table of Contrail We are unable to estimate the number of shares that will be sold under Rule 144 since this will depend on the market price for our common mock, the personal circumstances of the stockholder and other factors. Rule 701 In general. under Rule 701, as currently in effect, any of our employees, directors, officers. consultants or advisors who purchase shares from us in connection with a compensatory Mock or option plan or other written agreement before the effective date of this offering is entitled to resell such shares 90 days after the effective date of this offering in reliance on Rule 144. Securities issued in reliance on Rule 701 are restricted securities and, subject to the contractual restrictions described above, beginning 90 days after the date of this prospectus, may be sold by persons other than "affiliates," as defined in Rule 144. subject only to the manner of sale provisions of Rule 144 and by "affiliates" under Rule 144 without compliance with its one-year minimum holding period requirement. Registration Statements on Form S-8 We intend to file one or more registration statements on Form S-8 under the Securities Act to register all shares of our common mock subject to outstanding stock options and the shares of stock subject to issuance under the 2015 Plan. Any such Form S-8 registration statement will automatically become effective upon filing. Accordingly shares registered under such registration statements will be available for sale in the open market. We expect that the initial registration statement on Form S-8 will cover shares. Investor Rights Agreement For a description ofrights some holders of common stock have to require us to register the stares of common mock they own. see "Certain Relationships and Related Party Transactions—Investor Rights Agreement." Registration of these shares under the Securities Act would result in these shares becoming freely tradable without restriction under the Securities Act immediately upon effectiveness of the registration. 125 httplAvww.sce.gov/Archivestedgar/datatl609989/000119312515218883/d734898dsl.htm17/20/2015 10:30:13 AM1 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0080212 CONFIDENTIAL SDNY GM_00228398 EFTA01381324