SC 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

APPLIED GENETIC TECHNOLOGIES CORPORATION

(Name of Issuer)

Common Stock, Par Value $0.001

(Title of Class of Securities)

03820J 10 0

(CUSIP Number)

Victoria A. Whyte

GlaxoSmithKline plc

980 Great West Road

Brentford, Middlesex TW8 9GS

England

Telephone: +44 (0)208 047 5000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 26, 2014

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

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1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GlaxoSmithKline plc
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)     (b)    
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     
6.	CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 1,989,598
	8.	SHARED VOTING POWER -0-
	9.	SOLE DISPOSITIVE POWER 1,989,598
	10.	SHARED DISPOSITIVE POWER -0-

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,989,598  (1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.1%  (2)
14.	TYPE OF REPORTING PERSON (see instructions) CO
Footnotes:
(1)           Shares of Common Stock are held of record by S.R. One, Limited, an indirect, wholly-owned subsidiary of the Reporting Person, issued on April 1, 2014.
(2)           Based on 14,077,942 shares of Common Stock outstanding as of April 3, 2014.

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Item 1.  Security and Issuer.

This statement on Schedule 13D (this “Statement”) relates to the shares of Common Stock, par value $0.001 per share (the “Common Stock”), of Applied Genetic Technologies Corporation, a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 11801 Research Drive, Suite D, Alachua, Florida 32615.

Item 2.  Identity and Background.

This Statement is being filed on behalf of GlaxoSmithKline plc, a public limited company incorporated under the laws of England and Wales. GlaxoSmithKline plc and its subsidiaries constitute a major global healthcare group engaged in the creation, discovery, development, manufacture and marketing of pharmaceutical and consumer health-related products with its principal offices located at 980 Great West Road, Brentford, Middlesex TW8 9GS, England. Set forth in Schedule 1 to this Statement are the name, business address and present principal occupation or employment and citizenship of each executive officer and director of GlaxoSmithKline plc. The Common Stock which is the subject of this Statement is held of record held by S.R. One, Limited (“S.R. One”), an indirect, wholly-owned subsidiary of GlaxoSmithKline plc.

During the last five years prior to the date hereof, neither GlaxoSmithKline plc nor, to the best knowledge of GlaxoSmithKline plc, any of the other persons with respect to whom information is given in response to this Item 2 has been convicted in a criminal proceeding or been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

Item 3.  Source or Amount of Funds or Other Consideration.

S.R. One acquired from the Issuer 103,762 shares of Common Stock on April 1, 2014 in a private placement. The total consideration paid by S.R. One for these shares was $1,245,144, and such consideration was obtained from the working capital of S.R. One. S.R. One also acquired 1,885,836 shares of Common Stock on April 1, 2014 upon the conversion of (i) 17,625,289 shares of Series B-1 Preferred Stock of the Issuer (the “Series B-1 Preferred”) into 503,579 shares of Common Stock, (ii) 32,707,070 shares of Series B-2 Preferred Stock of the Issuer (the “Series B-2 Preferred”) into 934,487 shares of Common Stock, and (iii) 15,671,969 shares of Series B-3 Preferred Stock of the Issuer (the “Series B-3 Preferred” and, together with the Series B-1 Preferred and the Series B-2 Preferred, the “Series B Preferred ”) into 447,770 shares of Common Stock, at the closing of the Issuer’s initial public offering (the “IPO”). The conversion ratio was one share of Common Stock for every 35 shares of Series B Preferred.

Item 4.  Purpose of Transaction.

A. Board Member

In April 2013, S.R. One appointed Jill Carroll, a Senior Associate at S.R. One and an employee of GlaxoSmithKline LLC, an indirect, wholly-owned subsidiary of GlaxoSmithKline plc., to the board of the Issuer, pursuant to a Stockholders Agreement between the Issuer, S.R. One and other holders of the preferred stock of the Issuer, which terminated upon closing of the IPO.

B. Investor Rights Agreement

On November 15, 2012, the Issuer, S.R. One and certain other holders of equity of the Issuer entered into the Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”), a copy of which is attached as Exhibit 1 hereto. The registration rights granted to S.R. One pursuant to the Registration Rights Agreement include the following:

· Demand Registration Rights. Following the date that is 180 days after the closing of the IPO, the holders of at least a majority of the Registrable Securities (as defined in the Investor Rights Agreement), have the right to demand the Issuer to file up to two resale registration statements under the Securities Act of 1933, as amended (the “Securities Act”), covering the registration of at least a majority of the Registrable Securities then outstanding or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000. These registration rights are subject to specified conditions and limitations, including the right of the underwriters to limit the number of shares included in any such registration under certain circumstances.

· Piggyback Registration Rights. If the Issuer plans to register any securities for public sale, the holders of Registrable Securities are entitled to include their shares in the registration statement under the Securities Act. The underwriters of any underwritten offering will have the right to limit the number of shares included in such offering for the account of the Holders of Registrable Securities.

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· Form S-3 Registration Rights. If the Issuer is eligible to file a registration statement on Form S-3, each holder of Registrable Securities is entitled to demand the Issuer to file up to two resale registration statements per year for such Holder on Form S-3 so long as the aggregate offering price, net of any underwriters’ discounts or commissions, of securities to be sold under the registration statement on Form S-3 is at least $3,000,000, subject to specified exceptions, conditions and limitations.

C. Stockholder Waiver.

On October 28, 2013, the Issuer, S.R. One and certain other holders of the Registrable Securities entered into the Stockholder Waiver (the “Stockholder Waiver”), a copy of which is attached as Exhibit 2 hereto, pursuant to which such holders of Registrable Securities agreed on behalf of all stockholders of the Issuer to waive the Issuer’s obligations under the Investor Rights Agreement to include any of the Registrable Securities in the registration statement filed in connection with the IPO.

D. Lockup Agreement

The executive officers and directors of the Issuer, S.R. One and certain other stockholders of the Issuer each entered into a lock up agreement (the “Lock Up Agreement”), a copy of which is attached as Exhibit 3 hereto, with Barclays Capital Inc. and BMO Capital Markets Corp. (both in their capacity as representatives of the underwriters for the IPO) (the “Representatives”).

Pursuant to the Lockup Agreement, S.R. One has agreed that for a period of 180 days following the date of the prospectus related to the IPO, it will not, without the prior written consent of the Representatives, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by S.R. One or the other stockholders of the Issuer in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock or other securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or any of our other securities, or (4) publicly disclose the intention to do any of the foregoing, subject in each case to specified exceptions, which include but are not limited to transactions relating to shares of Common Stock acquired by S.R. One in open market transactions subsequent to the closing of the IPO.

E. General

Other than as described above, S.R. One has no plans or proposals that would result in:

a. the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

b. an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

c. a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

d. any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

e. any material change in the present capitalization or dividend policy of the Issuer;

f. any other material change in the Issuer’s business or corporate structure including but not limited to, if the Issuer is a registered closed−end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

g. changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

h. causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter−dealer quotation system of a registered national securities association;

Cusip No. 03820J 10 0 13 D Page 5 of 8

i. a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

j. any action similar to any of those enumerated above.

S.R. One expects to review from time to time its investment in the Issuer and may, depending on the Issuer’s business, assets, operations, financial condition, prospects and other factors, as well as (and subject to) the terms of the contracts described in Item 6 of this Schedule: (i) purchase additional shares of Common Stock, options or other securities of the Issuer in the open market, in privately negotiated transactions or otherwise; (ii) sell all or a portion of the shares of Common Stock, options or other securities now beneficially owned or hereafter acquired by it; (iii) propose one or more directors for the Issuer’s board of directors; (iv) engage in discussions, negotiations or enter into other transactions with a view to obtaining direct or indirect control of the Issuer; (v) acquire assets of the Issuer and its subsidiaries; and (vii) engage in such other proposals as S.R. One may deem appropriate under the circumstances, including plans or proposals which may relate to, or could result in, any of the matters referred to in clauses (a) through (j), above.

Also, consistent with its investment intent, S.R. One may engage in communications with, without limitation, one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer regarding the Issuer, including but not limited to its operations, governance and control.

Item 5.  Interest in Securities of the Issuer.

a. GlaxoSmithKline plc beneficially owns 1,989,598 shares of Common Stock, which represents 14.1% of the 14,077,942 shares of Common Stock outstanding as of April 3, 2014.

b. GlaxoSmithKline plc has the sole power to vote or direct the vote, and the sole power to dispose or to direct the disposition of all 1,989,598 shares of Common Stock described in Item 5a above.

c. Except as described herein, no transaction in shares of Common Stock were effected during the past 60 days by GlaxoSmithKline plc.

d. No person, other than GlaxoSmithKline plc, is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by GlaxoSmithKline plc.

e. Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except as disclosed in Item 4 of this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between GlaxoSmithKline plc or S.R. One and any other person with respect to any securities of the Company.

Item 7.  Material to Be Filed as Exhibits.

Descriptions of documents set forth on this Schedule are qualified in their entirety by reference to the exhibits listed in this Item 7.

Exhibit	Name
1	Amended and Restated Investors Rights Agreement by and among the Issuer, S.R. One and certain other holders of equity of the Issuer listed therein dated as of November 15, 2012, a copy of which is incorporated herein by reference from Exhibit 10.12 to the registration statement on Form S-1 originally filed by the Issuer on January 10, 2014, as amended.
2	Stockholder Waiver by and among the Issuer, S.R. One and the other stockholders of the Issuer listed therein dated as of October 28, 2013.
3	Lockup Agreement by and among S.R. One, Barclays Capital Inc. and BMO Capital Markets Corp. dated as of October 28, 2013.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 7, 2014

GLAXOSMITHKLINE PLC

By: /s/ Victoria A. Whyte                               

 Victoria A. Whyte
Authorized Signatory

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SCHEDULE 1

Name	Business Address	Principal Occupation or Employment	Citizenship
Board of Directors
Sir Andrew Witty	980 Great West Road Brentford Middlesex, England TW8 9GS	Chief Executive Officer	British
Simon Dingemans	980 Great West Road Brentford Middlesex, England TW8 9GS	Chief Financial Officer	British
Dr. Moncef Slaoui	980 Great West Road Brentford Middlesex, England TW8 9GS	Chairman, Global R & D & Vaccines	Moroccan, Belgian &American
Sir Christopher Gent	980 Great West Road Brentford Middlesex, England TW8 9GS	Chairman	British
Professor Sir Roy Anderson	980 Great West Road Brentford Middlesex, England TW8 9GS	Independent Non-Executive Director	British
Dr. Stephanie Burns	980 Great West Road Brentford Middlesex, England TW8 9GS	Independent Non-Executive Director	American
Stacey Cartwright Lynn Elsenhans	980 Great West Road Brentford Middlesex, England TW8 9GS 980 Great West Road Brentford Middlesex, England TW8 9GS	Independent Non-Executive Director Independent Non-Executive Director	British American
Judy Lewent	980 Great West Road Brentford Middlesex, England TW8 9GS	Independent Non-Executive Director	American
Sir Deryck Maughan	980 Great West Road Brentford Middlesex, England TW8 9GS	Senior Independent Non-Executive Director	British
Dr. Daniel Podolsky	980 Great West Road Brentford Middlesex, England TW8 9GS	Independent Non-Executive Director	American
Tom de Swaan Jing Ulrich	980 Great West Road Brentford Middlesex, England TW8 9GS 980 Great West Road Brentford Middlesex, England TW8 9GS	Independent Non-Executive Director Independent Non-Executive Director	Dutch American

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Hans Wijers Sir Robert Wilson	980 Great West Road Brentford Middlesex, England TW8 9GS 980 Great West Road Brentford Middlesex, England TW8 9GS	Independent Non-Executive Director Independent Non-Executive Director	Dutch British
Corporate Executive Team
Sir Andrew Witty	980 Great West Road Brentford Middlesex, England TW8 9GS	Chief Executive Officer	British
Simon Dingemans	980 Great West Road Brentford Middlesex, England TW8 9GS	Chief Financial Officer	British
Dr. Moncef Slaoui	980 Great West Road Brentford Middlesex, England TW8 9GS	Chairman,  Global R&D & Vaccines	Moroccan, Belgian & American
Simon Bicknell	980 Great West Road Brentford Middlesex, England TW8 9GS	Senior Vice President, Governance, Ethics and Assurance	British
Deirdre Connelly	5 Crescent Drive, Philadelphia, PA 19112	President, North America Pharmaceuticals	American
Roger Connor Abbas Hussain	980 Great West Road Brentford Middlesex, England TW 8 9GS 150 Beach Road 22−00 Gateway West 189720 Singapore	President, Global Manufacturing & Supply President, Europe, Japan & EMAP	British British
William Louv	Five Moore Drive PO Box 13398 Research Triangle Park North Carolina 27709	Senior Vice President, Core Business Services	American
David Redfern	980 Great West Road Brentford Middlesex, England TW8 9GS	Chief Strategy Officer	British
Claire Thomas	980 Great West Road Brentford Middlesex, England TW8 9GS	Senior Vice President, Human Resources	British
Philip Thomson	980 Great West Road Brentford Middlesex, England TW8 9GS	Senior Vice President, Global Communications	British
Daniel Troy	5 Crescent Drive Philadelphia, PA 19112	Senior Vice President & General Counsel	American
Dr. Patrick Vallance	980 Great West Road Brentford Middlesex, England TW8 9GS	President, Pharmaceuticals R&D	British
Emma Walmsley	980 Great West Road Brentford Middlesex, England TW8 9GS	President, Consumer Healthcare Worldwide	British

EX-2

APPLIED GENETIC TECHNOLOGIES CORPORATION

Stockholder Waiver

This Stockholder Waiver is entered into by and among Applied Genetic Technologies Corporation, a Delaware corporation (the “Company”) and the undersigned stockholders of the Company.

WHEREAS, the Company intends to file with the Securities and Exchange Commission a Registration Statement on Form S-1 (the “Registration Statement”) in connection with a proposed firm commitment underwritten initial public offering of shares of the Common Stock underwritten by a syndicate of banks led by Barclays Capital Inc. (the “Offering”);

WHEREAS, pursuant to the terms of the Amended and Restated Investor Rights Agreement dated November 15, 2012 (the “Investor Rights Agreement”), certain stockholders of the Company have (i) registration rights with respect to certain shares of the Company’s capital stock (“Registration Rights”) in connection with the filing by the Company of the Registration Statement and the Offering related thereto and (ii) certain information rights (the “Information Rights”);

WHEREAS, the Investor Rights Agreement provides that waivers of the Registration Rights and the Information Rights may be effected only with the written consent of the Company and the holders of a majority of the then outstanding Registrable Securities (as defined in the Investor Rights Agreement) (excluding shares of Registrable Securities held by the Universities (as defined in the Investor Rights Agreement) and the Key Holders (as defined in the Investor Rights Agreement) as long as such amendment affects all of the Investors (as defined in the Investor Rights Agreement) and Common Stockholders (as defined in the Investor Rights Agreement) in the same manner); and

WHEREAS, the undersigned stockholders hold a sufficient number of shares of Registrable Securities necessary to (i) waive the Registration Rights on behalf of all stockholders with respect to the Offering and (ii) waive the Information Rights on behalf of all stockholders with respect to the Offering.

NOW, THEREFORE, in consideration of the foregoing recitals and the agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

1. Waiver of Registration Rights. The undersigned stockholders hereby waive, with respect to the Offering and the filing of the Registration Statement only, the Company’s obligations under the Investor Rights Agreement to (i) give notice of the Company’s intent to file the Registration Statement and (ii) include any of the Registrable Securities in the Registration Statement.

2. Waiver of Information Rights. The undersigned stockholders hereby waive any obligation by the Company to provide the unaudited financial information and other reports contemplated by Section 3.1 of the Investor Rights Agreement between the date of the filing of the Registration Statement and the closing of the Offering.

* * * * *

IN WITNESS WHEREOF, each of the undersigned has executed this Stockholder Waiver.

	COMPANY:
Date: 10/22/2013	Applied Genetic Technologies Corporation By: /s/ Susan B. Washer________________ Susan B. Washer President And Chief Executive Officer

	STOCKHOLDERS:
Date: 10/21/2013	Alta Partners VIII, L.P. By: Alta Partners Management VIII, LLC, its general partner By: /s/ Edward Hurwitz Name: Edward Hurwitz Title: Director
Date: 10/28/2013	S.R. One, Limited By: /s/ Brian Gallagher Name: Brian Gallagher Title: Vice President & Partner
Date: 10/22/2013	MedImmune Ventures By: /s/ Ron Laufer Name: Ron Laufer Title: Senior Managing Director
Date: 10/28/2013	Intersouth Partners VI, L.P. By: Intersouth Associates VI, LLC, its general partner By: /s/ James Rosen Name: James Rosen Title: Member, acting pursuant to Power of Attorney

Signature Page To AGTC Stockholder Waiver

Date: 10/18/2013	InterWest Partners VIII, L.P. By: InterWest Management Partners VIII, L.P., its general partner By: /s/ Arnold Oronsky Name: Arnold Oronsky Title: Managing Director
Date: 10/18/2013	InterWest Investors VIII, L.P. By: InterWest Management Partners VIII, L.P., its general partner By: /s/ Arnold Oronsky Name: Arnold Oronsky Title: Managing Director
Date: 10/18/2013	InterWest Investors Q VIII, L.P. By: InterWest Management Partners VIII, L.P., its general partner By: /s/ Arnold Oronsky Name: Arnold Oronsky Title: Managing Director

Signature Page To AGTC Stockholder Waiver

Date: 10/30/2013	WS Investment Company, LLC (2012A) By: /s/ James A. Terranova Name: James A. Terranova Title: Director
Date: 11/1/2013	Osage University Partners I, L.P. By Osage University GP, LP, its general partner By: Osage Partners, LLC, its general partner By: /s/ William Harrington William Harrington Member

Signature Page To AGTC Stockholder Waiver

EX-3

LOCK-UP LETTER AGREEMENT

Barclays Capital Inc.

BMO Capital Markets Corp.

As Representatives of the several Underwriters to be named in Schedule I of the Underwriting Agreement,

c/o Barclays Capital Inc.

745 Seventh Avenue New York, New York 10019

Ladies and Gentlemen:

The undersigned understands that you and certain other firms (the "Underwriters") propose to enter into an Underwriting Agreement (the "Underwriting Agreement ^) providing for the purchase by the Underwriters of shares (the "Stock") of Common Stock, par value $0,001 per share (the "Common Stock"), of Applied Genetic Technologies Corporation, a Delaware corporation (the "Company"), and that the Underwriters propose to reoffer the Stock to the public (the "Offering").

In consideration of the execution of the Underwriting Agreement by the Underwriters, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of Barclays Capital Inc. ^Barclays") and BMO Capital Markets Corp. ^BMO"), on behalf of the Underwriters, the undersigned will not, directly or indirectly, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and shares of Common Stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or any other securities of the Company, or (4) publicly disclose the intention to do any of the foregoing for a period commencing on the date hereof and ending on the 180th day after the date of the prospectus relating to the Offering (such 180-day period, the "Lock-Up Period').

The foregoing paragraph shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in the open market after the completion of the Offering, (b) bona fide gifts, sales or other dispositions, in each case that are made exclusively between and among the undersigned, members of the undersigned's family (including trusts, partnerships, corporations, limited liability companies and other tax and estate planning vehicles, in each case owned by, or held for the benefit of, the undersigned, the undersigned's family and charitable beneficiaries), the undersigned's partners (if a partnership), members (if a limited liability company) or stockholders (if a corporation) and affiliates of the undersigned (including funds or other entities managed by the same manager), and transfers or other dispositions by will, other testamentary document or intestate succession; provided that it shall be a condition to any transfer pursuant to this clause (b) that (i) the transferee/donee agrees to be bound by the terms of this Lock-Up Letter Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto, (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended (the Securities Act"), and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period (except that this clause (ii) shall not apply to transfers or other dispositions by will, other testamentary document or intestate succession), and (iii) the undersigned notifies Barclays and BMO at least two business days prior to the proposed transfer or disposition, (c) the exercise of warrants, the exercise of stock options granted pursuant to the Company's stock option/incentive plans or otherwise, or the conversion of securities, in each case outstanding on the date of the prospectus relating to the Offering; provided, that the restrictions shall apply to shares of Common Stock issued upon such exercise or conversion, (d) the establishment of any contract, instruction or plan that satisfies all of the requirements of Rule 10b5-l (a ' Rule 10b5-l Plan") under the Exchange Act; provided, however, that no sales of Common Stock or securities convertible into, or exchangeable or exercisable for. Common Stock, shall be made pursuant to a Rule 10b5-l Plan prior to the expiration of the Lock-Up Period; provided further, that the Company is not required to report the establishment of such Rule 10b5-l Plan in any public report or filing with the Commission under the Exchange Act during the Lock-Up Period and does not otherwise voluntarily effect any such public filing or report regarding such Rule 10b5-l Plan during the Lock-Up Period, (e) any forfeiture, sale or other transfer to the Company in connection with the termination of the undersigned's employment with or services to the Company and (f) the transfer of shares to the Company to satisfy withholding taxes for any equity award granted prior to the date of the prospectus relating to the Offering, such as upon exercise, vesting, lapse of substantial risk of forfeiture, or other similar taxable event, in each case on a "cashless" or "net exercise" basis.

If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing provisions shall be equally applicable to any issuer- directed Stock (as referred to in FINRA Rule 5131(d)(2)(A)) that the undersigned may purchase in the Offering pursuant to an allocation of Stock that is directed in writing by

- 2 -

the Company, (ii) each of Barclays and BMO agree on behalf of the Underwriters that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, Barclays and BMO will notify the Company of the impending release or waiver, and (iii) the Company will undertake in the Underwriting Agreement to announce the impending release or waiver by issuing a press release through a major news service (as referred to in FINRA Rule 5131 (d)(2)(B)) at least two business days before the effective date of the release or waiver. Any release or waiver granted by Barclays and BMO on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration, and (b) the transferee has agreed in writing to be bound by the same terms described in this letter that are applicable to the transferor, to the extent and for the duration that such terms remain in effect at the time of the transfer.

In furtherance of the foregoing, the Company and its transfer agent are hereby authorized to (a) decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Letter Agreement and (b) place legends on and issue stop transfer instructions with respect to any Stock subject to this Lock-Up Letter Agreement.

It is understood that, if the Company notifies the Underwriters in writing that it does not intend to proceed with the Offering, if the Underwriting Agreement does not become effective by April 30, 2014, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Stock, the undersigned will be released from its obligations under this Lock-Up Letter Agreement.

The undersigned understands that the Company and the Underwriters will proceed with the Offering in reliance on this Lock-Up Letter Agreement.

Whether or not the Offering actually occurs depends on a number of factors, including market conditions. Any Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.

This Lock-Up Letter Agreement shall automatically terminate upon the earlier to occur, if any, of (1) the termination of the Underwriting Agreement before the sale of any Stock to the Underwriters or (2) April 30, 2014, in the event that the Underwriting Agreement has not been executed by that date. This Lock-Up Letter Agreement, and any claim, controversy or dispute arising under or related to it, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws.

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The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement. Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

Very truly yours,

Date: October 28, 2014                                                      S.R. One, limited

By: /s/ Brian Gallagher

Name: Brian Gallagher_________

Title: Vice President and Partner