Common use of Rule 415 Clause in Contracts

Rule 415. Notwithstanding anything to the contrary contained in this Article IV, in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Shelf Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Company, or in any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction, the Company shall reduce the number of shares to be included by all holders of Registrable Securities participating therein on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion of the least number of shares by all such holders). In addition, in the event that the Staff or the SEC requires any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by the holders to be included. In the event of any reduction in Registrable Securities pursuant to this Section 4.8, an affected holder thereof shall have the right to require, upon delivery of a written request to the Company signed by such holder, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such holder in a manner acceptable to such holder, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such holder or (ii) such holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by such holder as contemplated above).

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investors pursuant to this Section 4.82(d) shall be allocated among the Investors on a pro rata basis and shall be applied first to any Warrant Shares, an affected holder thereof unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. No liquidated damages shall have the right accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any SEC Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held the date by such holder have been registered and sold pursuant which the Company is required to an effective file the Registration Statement in a manner acceptable to including such holder or Cut Back Shares (including any Qualification Deadline) shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above)90th day immediately after the Restriction Termination Date.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its commercially reasonable best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investors pursuant to this Section 4.82(d) shall be allocated among the Investors on a pro rata basis and shall be applied first to any Warrant Shares, an affected holder thereof unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. No Liquidated Damages shall have the right accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed is able to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after the Restriction Termination Date applicable to any Cut Back Shares, all of the provisions of this Section 2 (including the Liquidated Damages provisions) shall again be applicable to such Cut Back Shares; provided, however, that (i) the Filing Deadline for the Registration Statement including such Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) the date by which the Company is required to obtain effectiveness with respect to such holderCut Back Shares under Section 2(c) shall be the 90th day immediately after the Restriction Termination Date. For the avoidance of doubt, for purposes of this Section 2(d), the term “commercially reasonable best efforts” shall not require the Company to file a registration statement within thirty (30) days institute or maintain any action, suit or proceeding against the SEC or any member of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or of the SEC) for resale by such holder in a manner acceptable to such holder, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such holder or (ii) such holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by such holder as contemplated above).

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the Securities Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”); and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investors pursuant to this Section 4.82(d) shall be allocated among the Investors on a pro rata basis and shall be applied first to any Warrant Shares, an affected holder thereof unless the SEC Restrictions otherwise require or provide or the Required Holders otherwise agree. No liquidated damages shall have the right accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any SEC Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and however, that the Company shall following such request cause to be and keep effective such registration statement in Filing Deadline for the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (ii10) Business Days after such holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by such holder as contemplated above)Restriction Termination Date.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Shareholder to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its commercially reasonable efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders is an “underwriter”. The Shareholders shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Shareholders’ counsel reasonably objects. In the event that, despite the Company” offering ’s commercially reasonable efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Shareholder as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofShareholder. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Shareholders pursuant to this Section 4.82(d) shall be allocated among the Shareholders on a pro rata basis, an affected holder thereof shall have unless the right to require, upon delivery of a written request to the Company signed by such holder, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 SEC Restrictions otherwise require or required by the Staff provide or the SEC) for resale by such holder in a manner acceptable to such holder, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as Shareholders otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such holder or (ii) such holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by such holder as contemplated above)agree.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the Securities Act or on behalf of, the Company, or in any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement requires Purchaser to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce (i) remove from the number of shares to be included in such Shelf Registration Statement by all holders such portion of the Registrable Securities participating therein until (the “Cut Back Shares”) and/or (ii) agree to such time restrictions and limitations on the registration and resale of the Registrable Securities as the Staff and SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reductionRestrictions”); provided, however, that the Company shall reduce the number of shares not agree to be included by all holders of Registrable Securities participating therein on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion of the least number of shares by all such holders). In addition, in the event that the Staff or the SEC requires any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified name Purchaser as an “underwriter” in order to permit such Shelf Registration Statement without the prior written consent of such Purchaser. No liquidated damages shall accrue as to become effective, and any Cut Back Shares until such holder does not consent date as the Company is able to being so named as an underwriter effect the registration of such Cut Back Shares in accordance with any SEC Restrictions (such Shelf Registration Statement, then, in each such casedate, the Company shall reduce “Restriction Termination Date”). From and after the total number Restriction Termination Date applicable to any Cut Back Shares, all of Registrable Securities to be registered on behalf the provisions of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by the holders to be included. In the event of any reduction in Registrable Securities pursuant to this Section 4.8, an affected holder thereof 2 (including the liquidated damages provisions) shall have the right to require, upon delivery of a written request to the Company signed by such holder, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such holder in a manner acceptable again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be forty-five (45) days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts such Cut Back Shares under Section 2(c) shall be the 90th day immediately after the filing date of Registrable Securities in order the Registration Statement filed with respect to permit the resale thereof by such holder as contemplated above)Cut Back Shares.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position (unless in the reasonable opinion of the Company or its counsel, such participation will be to the detriment to the Company in that it may cause undue delays in the registration process or for other reasons) and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investors pursuant to this Section 4.82(d) shall be allocated among the Investors on a pro rata basis, an affected holder thereof unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. No liquidated damages shall have the right accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any SEC Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline and/or the Qualification Deadline, as applicable, for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above)90th day immediately after the Restriction Termination Date.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the Securities Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement without the prior written consent of such Investor. If the SEC refuses to become effective, alter its position despite the removal of the Cut Back Shares from the Registration Statement and such holder an Investor does not consent to being so named as an underwriter “underwriter” in such Shelf the Registration Statement, then, in each then such case, Investor (a “Non-Electing Investor”) shall be deemed to have elected to have its Registrable Shares (the Company “Non-Electing Registrable Shares”) withheld from the Registration Statement and no liquidated damages shall reduce the total number of accrue as to any such Registrable Securities to be registered on behalf Shares of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investors pursuant to this Section 4.82(d) shall be allocated among the Investors on a pro rata basis and shall be applied first to any Warrant Shares, an affected holder thereof unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. No liquidated damages shall have the right accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any SEC Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be twenty (20) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above)120th day immediately after the Restriction Termination Date.

Rule 415. (a) Notwithstanding anything to the contrary contained in this Article IVAgreement, in the event if the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Shelf Registration Statement filed pursuant to this Agreement as constituting an a primary offering of securities by, by or on behalf of, of the Company, or in any other manner, such that the Staff or the SEC do does not permit such Shelf Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market offering pursuant to Rule 415 under the Securities Act by the holders of Registrable Securities participating therein Purchaser (or as otherwise may be acceptable to each Investorthe Purchaser) without being named therein as an “underwriter,underwriters” (a “Resale Registration Statement”), and the Company has used its reasonable efforts to contest such determination, then the Company shall have the right to reduce the number of shares Registrable Securities to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Purchaser, to the extent that the Staff and or the SEC shall so permit such Shelf Registration Statement to become effective as aforesaida Resale Registration Statement. In making such reduction, the Company shall reduce the number of shares Registrable Securities to be included by all holders of Registrable Securities participating therein on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) ), unless the inclusion of shares Registrable Securities by a particular holder or a particular set type of holders are resulting in is the cause of the refusal by the Staff or the SEC’s “by or on behalf of the Company” offering positionSEC to allow such Registration to become effective as a Resale Registration Statement, in which event the shares Registrable Securities held by such holder or set type of holders shall be the only shares Registrable Securities subject to reduction (and if by a set of holders on a pro rata basis by with respect to such holders or on such other basis as would result in the exclusion of the least number of shares by all such holders). In addition, in the event that if the Staff or the SEC requires any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement the Purchaser to be specifically identified as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder the Purchaser does not consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall be entitled to reduce the total number of Registrable Securities to be registered on behalf of such holderthe Purchaser, until such time as the Staff or the SEC does not require such identification identification. (b) If any reduction in the number of Registrable Securities included in a Registration Statement is made pursuant to paragraph (a) above or until pursuant to Section 3(a) of the 2007 Registration Rights Agreement, then the Purchaser shall have no claim against the Company as a result of such holder accepts reduction or any event or other delay or breach of this Agreement attributable primarily to the refusal of the Staff or the SEC to permit such identification and registration statement to become effective as a Resale Registration Statement, nor shall any such reduction entitle the manner thereof. Any reduction Purchaser to require the Company to pay any amount pursuant to Section 2(b) hereof or otherwise provide the basis for any claim by the Purchaser against the Company pursuant to this paragraph will first reduce all securities that are not Registrable SecuritiesAgreement, if any such securities are permitted by except to the holders extent the Company fails to be included. comply with this Section 3. (c) In the event of any reduction in Registrable Securities pursuant to this Section 4.83, an affected holder thereof the Purchaser shall have the right to requireright, upon delivery of a written request to the Company signed by such holderCompany, to require the Company to file a registration statement Resale Registration Statement under Rule 415 within thirty (30) 90 days after its receipt of such request (subject to (i) any restrictions imposed by Rule 415 415, (ii) the Company’s ongoing efforts to register the Registrible Securities, as that term is defined in the 2007 Registration Rights Agreement or required (iii) comments by the Staff or the SEC) for resale by such holder the Purchaser in a manner reasonably acceptable to such holderthe Purchaser, and the Company shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement to be declared and kept effective in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such holder or (ii) such holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement Statements hereunder (it being understood that the special demand right under this sentence may be exercised by a holder the Purchaser multiple times and with respect to limited amounts of Registrable Securities to the extent limitations are required in order to permit the resale thereof by such holder the Purchaser pursuant to a Resale Registration Statement as contemplated above).

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Purchaser to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Purchasers is an “underwriter”. The Purchasers shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Purchasers’ counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Purchaser as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofPurchaser. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Purchasers pursuant to this Section 4.82(d) shall be allocated among the Purchasers on a pro rata basis and shall be applied first to any Warrant Shares, an affected holder thereof unless the SEC Restrictions otherwise require or provide or the Purchasers otherwise agree. No liquidated damages shall have the right accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any SEC Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above)60th day immediately after the Restriction Termination Date.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant (alone or together with previously or subsequently registered shares of Common Stock) is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position (unless in the reasonable opinion of the Company or its counsel, such participation will be to the detriment to the Company in that it may cause undue delays in the registration process or for other reasons) and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investors pursuant to this Section 4.8, an affected holder thereof 2(d) shall have be allocated among the right to require, upon delivery Investors (and the holders of a written request any previously or subsequently registered shares of Common Stock whose shares are subject to the Company signed by such holder, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required position taken by the Staff or the SEC) for resale by on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. No liquidated damages shall accrue as to any Cut Back Shares until such holder date as the Company is able to effect the registration of such Cut Back Shares in a manner acceptable accordance with any SEC Restrictions (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after the Restriction Termination Date applicable to any Cut Back Shares, all of the provisions of this Section 2 (including the liquidated damages provisions) shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline and/or the Qualification Deadline, as applicable, for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above)90th day immediately after the Restriction Termination Date.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its commercially reasonable best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investors pursuant to this Section 4.82(d) shall be allocated among the Investors on a pro rata basis, an affected holder thereof unless the SEC Restrictions otherwise require or provide. No liquidated damages shall have the right accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any SEC Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts such Cut Back Shares under Section 2(c) shall be tolled for a period equal to the number of Registrable Securities in order days elapsed from the date the Registration Statement initially including such Cut Back Shares was first filed with the SEC and the Restriction Termination Date applicable to permit the resale thereof by such holder as contemplated above)Cut Back Shares.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant (alone or together with previously or subsequently registered shares of Common Stock) is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position (unless in the reasonable opinion of the Company or its counsel, such participation will be to the detriment to the Company in that it may cause undue delays in the registration process or for other reasons) and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investors pursuant to this Section 4.8, an affected holder thereof 2(d) shall have be allocated among the right to require, upon delivery Investors (and the holders of a written request any previously or subsequently registered shares of Common Stock whose shares are subject to the Company signed by such holder, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required position taken by the Staff or the SEC) for resale by on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. No liquidated damages shall accrue as to any Cut Back Shares until such holder date as the Company is able to effect the registration of such Cut Back Shares in a manner acceptable accordance with any SEC Restrictions (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after the Restriction Termination Date applicable to any Cut Back Shares, all of the provisions of this Section 2 (including the liquidated damages provisions) shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above)90th day immediately after the Restriction Termination Date.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Holder to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its commercial best efforts to persuade the number of shares to be included by all holders of Registrable Securities participating therein on a pro rata basis (based upon SEC that the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares offering contemplated by a particular holder or Registration Statement is a particular set of holders are resulting in the Staff or the SEC’s bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Holders is an “underwriter”. In the event that, despite the Company” offering ’s commercial best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set portion of holders the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). Any cut-back imposed pursuant to this Section 2(d) shall be allocated among the only shares subject Holders on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Holders otherwise agree. Any cut-back imposed pursuant to reduction (and if by a set SEC comment shall be applied, first, to securities of holders the Company that are registered pursuant to an agreement subsequent to the date of this Agreement and, second, to the Registrable Securities on a pro rata basis by taken together. No liquidated damages shall accrue as to any Cut Back Shares until such holders or on date as the Company is able to effect the registration of such other basis as would result Cut Back Shares in accordance with any SEC Restrictions (such date, the exclusion “Restriction Termination Date” of such Cut Back Shares). From and after the Restriction Termination Date applicable to any Cut Back Shares, all of the least number provisions of shares by all such holders). In addition, in the event that the Staff or the SEC requires any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by the holders to be included. In the event of any reduction in Registrable Securities pursuant to this Section 4.8, an affected holder thereof 2 (including the liquidated damages provisions) shall have the right to require, upon delivery of a written request to the Company signed by such holder, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such holder in a manner acceptable again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above)60th day immediately after the Restriction Termination Date.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in Commission takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Purchaser to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included Commission that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the Companyissuer” offering position, as defined in which event the shares held by such holder or set of holders shall be the only shares subject to reduction (Rule 415 and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion that none of the least Purchasers is an “underwriter,” including by using its best efforts to file amendments to the Registration Statement as required by the Commission, covering the maximum number of shares by all such holders). In addition, in the event that the Staff or the SEC requires any holder of Registrable Securities seeking permitted to sell be registered by the Commission. The Purchasers shall have the right to participate or have their counsel participate in any meetings or discussions with the Commission regarding the Commission’s position and to comment or have their counsel comment on any written submission made to the Commission with respect thereto. No such written submission shall be made to the Commission to which the Purchasers’ counsel reasonably objects. In the event that, despite the Company’s best efforts and compliance with the terms of this Section 2(d), the Commission refuses to alter its position, the Company shall first reduce or eliminate any securities under to be included by any Person other than a Shelf Purchaser and, if any subsequent reduction is necessary, (i) remove from the Registration Statement filed pursuant such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to this Agreement such restrictions and limitations on the registration and resale of the Registrable Securities as the Commission may require to be specifically identified assure the Company’s compliance with the requirements of Rule 415 (collectively, the “Commission Restrictions”); provided, however, that the Company shall not agree to name any Purchaser as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofPurchaser. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Purchasers pursuant to this Section 4.82(d) shall be allocated among the Purchasers on a pro rata basis and shall be applied first to any Warrant Shares, an affected holder thereof unless the Commission Restrictions otherwise require or provide or the Purchasers otherwise agree. No liquidated damages shall have the right accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any Commission Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered the Filing Deadline and sold pursuant to an effective the Qualification Deadline for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above)90th day immediately after the Restriction Termination Date.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included by all holders of Registrable Securities participating therein on a pro rata basis (based upon SEC that the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares offering contemplated by a particular holder or Registration Statement is a particular set of holders are resulting in the Staff or the SEC’s bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investors pursuant to this Section 4.82(d) shall be allocated among the Investors on a pro rata basis, an affected holder thereof unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. No liquidated damages shall have the right accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any SEC Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all the Filing Deadline or the Additional Registrable Securities held by such holder have been registered and sold pursuant to an effective Filing Deadline, as applicable, for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above)60th day immediately after the Restriction Termination Date.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its commercially reasonable efforts to persuade the number of shares to be included by all holders of Registrable Securities participating therein on a pro rata basis (based upon SEC that the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares offering contemplated by a particular holder or Registration Statement is a particular set of holders are resulting in the Staff or the SEC’s bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s commercially reasonable efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investors pursuant to this Section 4.82(d) shall be allocated among the Investors on a pro rata basis and shall be applied first to any Warrant Shares, an affected holder thereof unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. No liquidated damages shall have the right accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any SEC Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, however, that the Filing Deadline and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Additional Registrable Securities held by such holder have been registered and sold pursuant to an effective Filing Deadline for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (ii10) Business Days after such holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by such holder as contemplated above)Restriction Termination Date.

Rule 415. Notwithstanding anything Cutback. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the contrary contained in this Article IVprovisions of Rule 415 under the 1933 Act or requires any Investor to be named as an "underwriter", if the Company believes, in its discretion and upon the event advice of counsel, that the staff Registrable Securities are eligible for registration under Rule 415 or that the Investor is not an "underwriter" for the purposes of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Shelf Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Company, or in any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff 1933 Act and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reductionregistration, the Company shall reduce use commercially reasonable efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s “valid secondary offering and not an offering by or on behalf of the Company” offering position, in which event issuer for the shares held by such holder or set purposes of holders shall be the only shares subject to reduction (Rule 415 and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion of the least number of shares by all such holders). In addition, in the event that the Staff or the SEC requires any holder of Registrable Securities seeking Investor is not an "underwriter." The Investor shall provide to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce in writing all securities that are not Registrable Securities, if any such securities are permitted information requested by the holders Company to be included. In support the event of any reduction in Registrable Securities pursuant to this Section 4.8, Investor's contention that it is not an affected holder thereof "underwriter." The Investor shall have the right to require, upon delivery of a participate or have its counsel participate in any meetings or discussions with the SEC regarding the SEC's position and to comment or have its counsel comment on any written request submission made to the SEC with respect thereto. No such written submission regarding the foregoing specifying the Investor shall be made to the SEC to which the Investor's counsel reasonably objects. In no event shall Company signed by agree to name the Investor as an "underwriter" in such holderRegistration Statement without the prior written consent of the Investor. In the event that, despite the Company's commercially reasonable efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement the portion of the Registrable Securities required by the SEC as a condition to file the use of Rule 415, with the first Registrable Securities to be removed being the Warrant Shares (the "Cut Back Shares") and/or (ii) except for naming Investor as an underwriter, agree to such restrictions and limitations on the registration and resale of the Registrable Securities, in each case as the SEC may request as a registration statement condition to the declaration of the effectiveness of the Registration Statement. If one of the conditions to the declaration of the Registration Statement's effectiveness is naming the Investor as an underwriter, the Company shall, at the request of the Investor, withdraw the Registration Statement. Following any such withdrawal, the Company shall, within thirty (30) days of after up to two (2) requests by Investor, refile the Registration Statement. In connection with any such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such holder in a manner acceptable to such holderrefiling, and the Company shall following such shall, at the request cause to be and keep effective such registration statement in of the same manner as otherwise contemplated in this Agreement for registration statements hereunderInvestor, in each case until such time as: (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective withdraw the Registration Statement in if the SEC again requests as a manner acceptable condition to such holder or (ii) such holder agrees to the declaration of the effectiveness of the Registration Statement, that the Investor be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by such holder as contemplated above)underwriter.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investors pursuant to this Section 4.82(d) shall be allocated among the Investors on a pro rata basis, an affected holder thereof unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. No liquidated damages shall have the right accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any SEC Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline and/or the Qualification Deadline, as applicable, for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above)90th day immediately after the Restriction Termination Date .

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included by all holders of Registrable Securities participating therein on a pro rata basis (based upon SEC that the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares offering contemplated by a particular holder or Registration Statement is a particular set of holders are resulting in the Staff or the SEC’s bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set portion of holders the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). Any cut-back imposed pursuant to this Section 2(d) shall be allocated among the only shares subject Investors on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. Any cut-back imposed pursuant to reduction a SEC comment shall be applied, first, to securities of the Company that are registered pursuant to an agreement subsequent to the date of this Agreement and, next, to the Registrable Securities, and, next, to the Registrable Securities and any securities registered pursuant to an agreement entered into contemporaneously with (including those securities with registration rights of Interstate Emerging Investments, LLC) and if by a set prior to the date of holders this Agreement, on a pro rata basis by taken together. No liquidated damages shall accrue as to any Cut Back Shares until such holders or on date as the Company is able to effect the registration of such other basis as would result Cut Back Shares in accordance with any SEC Restrictions (such date, the exclusion “Restriction Termination Date” of such Cut Back Shares). From and after the Restriction Termination Date applicable to any Cut Back Shares, all of the least number provisions of shares by all such holders). In addition, in the event that the Staff or the SEC requires any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by the holders to be included. In the event of any reduction in Registrable Securities pursuant to this Section 4.8, an affected holder thereof 2 (including the liquidated damages provisions) shall have the right to require, upon delivery of a written request to the Company signed by such holder, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such holder in a manner acceptable again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above)60th day immediately after the Restriction Termination Date.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Purchaser to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Purchasers is an “underwriter”. The Purchasers shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Purchasers’ counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Purchaser as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofPurchaser. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Purchasers pursuant to this Section 4.82(d) shall be allocated among the Purchasers on a pro rata basis, an affected holder thereof unless the Required Purchasers otherwise agree. No liquidated damages shall have the right accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any SEC Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline and/or the Qualification Deadline, as applicable, for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above90th day immediately after the Restriction Termination Date (the 120th day if the SEC reviews the Registration Statement).

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its commercially reasonable best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which Investor Counsel reasonably objects. In the event that, despite the Company” offering ’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investors pursuant to this Section 4.82(d) shall be allocated among the Investors on a pro rata basis, an affected holder thereof unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. No liquidated damages shall have the right to require, upon delivery of a written request to the Company signed by such holder, the Company to file a registration statement within thirty (30) days of such request (subject accrue on or as to any restrictions imposed by Rule 415 or required by Cut Back Shares until the Staff or the SEC) for resale by such holder in a manner acceptable to such holder, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: earlier of (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such holder the six-month anniversary of the Closing Date or (ii) such holder agrees time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions (the earlier of such dates, the “Restriction Termination Date”). From and after the Restriction Termination Date, all of the provisions of this Section 2 (including the liquidated damages provisions) shall again be named as an underwriter in any such Registration Statement in a manner acceptable applicable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by such holder as contemplated above)Cut Back Shares.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Resale Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the Securities Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its reasonable efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Resale Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or to have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s reasonable efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Resale Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Resale Registration Statement to become effectivewithout the prior written consent of such Investor; provided, and such holder does not consent to being so named as an underwriter in such Shelf Registration Statementfurther, then, in each such case, that the Company shall reduce not be obligated to register the total number of Registrable Securities to be registered on behalf of any Investor that does not provide such holder, until such time as the Staff or consent if the SEC does not require requires such identification or until such holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by the holders to be included. In the event of any reduction in Registrable Securities pursuant to this Section 4.8, an affected holder thereof shall have the right to require, upon delivery of a written request to the Company signed by such holder, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such holder in a manner acceptable to such holder, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such holder or (ii) such holder agrees Investor to be named as an underwriter in any such “underwriter” and after the Company’s best efforts to comply with the terms of Section 2(d) (including (i) and (ii) above) hereof the SEC refuses to alter its position, and the Investor’s refusal to consent prevents the Company from having the Resale Registration Statement declared effective by the applicable deadline, and, in a manner acceptable such event, the Liquidated Damages Amount shall not accrue with respect to such holder as to all Registrable Securities held by an Investor that does not consent to be so named. Any cut-back imposed on the Investors pursuant to this Section 2(d) shall be allocated among the Investors on a pro rata basis, unless the SEC Restrictions otherwise require or provide. No liquidated damages shall accrue as to any Cut Back Shares until such holder and date as the Company is able to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date” of such Cut Back Shares). For the avoidance of doubt, all of the provisions of this Section 2 (including the liquidated damages provisions) shall be applicable to such Cut Back Shares; provided, however, that have not theretofore been included in a (i) the Filing Deadline for the Resale Registration Statement under this Agreement including such Cut Back Shares shall be ten (it being understood that 10) Business Days after the special demand right under this sentence may be exercised Restriction Termination Date, and (ii) the date by a holder multiple times and which the Company is required to obtain effectiveness with respect to limited amounts such Cut Back Shares under Section 2(c) shall be tolled for a period equal to the number of Registrable Securities in order days elapsed from the date the Resale Registration Statement initially including such Cut Back Shares was first filed with the SEC and the Restriction Termination Date applicable to permit the resale thereof by such holder as contemplated above)Cut Back Shares.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its reasonable best efforts to persuade the number of shares to be included by all holders of Registrable Securities participating therein on a pro rata basis (based upon SEC that the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares offering contemplated by a particular holder or Registration Statement is a particular set of holders are resulting in the Staff or the SEC’s bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investors pursuant to this Section 4.82(d) shall be allocated among the Investors on a pro rata basis unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. No damages, an affected holder thereof including liquidated damages pursuant to this Section 2 shall have the right accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any SEC Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered the Filing Deadline and sold pursuant to an effective the Qualification Deadline for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above)60th day immediately after the Restriction Termination Date.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC informs the event the staff Company that all of the SEC (Registrable Securities cannot, based on the “Staff”) or provisions of Rule 415 under the SEC seeks to characterize any 1933 Act, be registered for resale as a secondary offering pursuant to on a Shelf Registration Statement filed pursuant to this Agreement as constituting an offering of securities bysingle registration statement, or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its commercially reasonable best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction cut-back imposed on the Investors pursuant to this paragraph will first reduce all securities that are Section 2(d) shall be allocated among the Investors on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. For the avoidance of doubt, for purposes of this Section 2(d), the term “commercially reasonable best efforts” shall not Registrable Securitiesrequire the Company to institute or maintain any action, if suit or proceeding against the SEC or any such securities are permitted by member of the holders to be includedStaff of the SEC. In the event of any reduction in Registrable Securities pursuant to this Section 4.8, an affected holder thereof shall have the right to require, upon delivery of a written request to the Company signed by such holderamends the Initial Registration Statement or files a new Initial Registration Statement, as the case may be, to remove the Cut Back Shares, the Company will use its commercially reasonable efforts to file a with the SEC, as promptly as allowed by SEC, one or more registration statement within thirty (30) days of statements on Form S-3 or such request (subject other form available to any restrictions imposed by Rule 415 or required by register for resale those Registrable Securities that were not registered for resale on the Staff Initial Registration Statement, as amended, or the SEC) for resale by such holder in a manner acceptable to such holder, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective new Registration Statement in a manner acceptable to such holder or (ii) such holder agrees to be named as an underwriter in any such the “Remainder Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by such holder as contemplated aboveStatements”).

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities byRule 415 under the 1933 Act, or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then or otherwise requires the Company shall reduce to limit the number of shares eligible to be included in such Shelf registered on the Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reductionStatement, the Company shall reduce use its best efforts to persuade the number of shares to be included by all holders of Registrable Securities participating therein on a pro rata basis (based upon SEC that, as applicable, the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares offering contemplated by a particular holder or Registration Statement is a particular set of holders are resulting in the Staff or the SEC’s bona fide secondary offering and not an offering “by or on behalf of the Companyissuer” offering positionas defined in Rule 415, in which event the shares held by such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion that none of the least Investors is an “underwriter” and/or that the number of shares by all the Company is eligible to register on the Registration Statement should not be so limited. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such holders)written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In addition, in the event that, despite the Company’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”); provided, however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investors pursuant to this Section 4.82(d) shall be allocated among the Investors on a pro rata basis and shall be applied first to any Warrant Shares, an affected holder thereof unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. No liquidated damages shall have the right accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any SEC Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above)60th day immediately after the Restriction Termination Date.

Rule 415. (a) Notwithstanding anything to the contrary contained in this Article IVAgreement, in the event if the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Shelf Registration Statement filed pursuant to this Agreement as constituting an a primary offering of securities by, by or on behalf of, of the Company, or in any other manner, such that the Staff or the SEC do does not permit such Shelf Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market offering pursuant to Rule 415 under the Securities Act by the holders of Registrable Securities participating therein Purchaser (or as otherwise may be acceptable to each Investorthe Purchaser) without being named therein as an “underwriter,underwriters” (a “Resale Registration Statement>”), and the Company has used its reasonable efforts to contest such determination, then the Company shall have the right to reduce the number of shares Registrable Securities to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Purchaser, to the extent that the Staff and or the SEC shall so permit such Shelf Registration Statement to become effective as aforesaida Resale Registration Statement. In making such reduction, the Company shall reduce the number of shares Registrable Securities to be included by all holders of Registrable Securities participating therein on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) ), unless the inclusion of shares Registrable Securities by a particular holder or a particular set type of holders are resulting in is the cause of the refusal by the Staff or the SEC’s “by or on behalf of the Company” offering positionSEC to allow such Registration to become effective as a Resale Registration Statement, in which event the shares Registrable Securities held by such holder or set type of holders shall be the only shares Registrable Securities subject to reduction (and if by a set of holders on a pro rata basis by with respect to such holders or on such other basis as would result in the exclusion of the least number of shares by all such holders). In addition, in the event that if the Staff or the SEC requires any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement the Purchaser to be specifically identified as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder the Purchaser does not consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall be entitled to reduce the total number of Registrable Securities to be registered on behalf of such holderthe Purchaser, until such time as the Staff or the SEC does not require such identification identification. (b) If any reduction in the number of Registrable Securities included in a Registration Statement is made pursuant to paragraph (a) above, then the Purchaser shall have no claim against the Company as a result of such reduction or until any event or other delay or breach of this Agreement attributable primarily to the refusal of the Staff or the SEC to permit the Registration Statement to become effective as a Resale Registration Statement, nor shall any such holder accepts such identification and reduction entitle the manner thereof. Any reduction Purchaser to require the Company to pay any amount pursuant to Section 2(b) hereof or otherwise provide the basis for any claim by the Purchaser against the Company pursuant to this paragraph will first reduce all securities that are not Registrable SecuritiesAgreement, if any such securities are permitted by except to the holders extent the Company fails to be included. comply with this Section 3. (c) In the event of any reduction in Registrable Securities pursuant to this Section 4.83, an affected holder thereof the Purchaser shall have the right to requireright, upon delivery of a written request to the Company signed by such holderCompany, to require the Company to file a registration statement Resale Registration Statement under Rule 415 within thirty (30) 90 days after its receipt of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such holder the Purchaser in a manner reasonably acceptable to such holderthe Purchaser, and the Company shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement to be declared and kept effective in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such holder or (ii) such holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement Statements hereunder (it being understood that the special demand right under this sentence may be exercised by a holder the Purchaser multiple times and with respect to limited amounts of Registrable Securities to the extent limitations are required in order to permit the resale thereof by such holder the Purchaser pursuant to a Resale Registration Statement as contemplated above).

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize Registrable Securities in any offering pursuant to a Shelf Registration Statement filed pursuant to the terms and conditions of this Agreement as constituting an offering is not eligible to be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Purchaser to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on such Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Purchasers is an “underwriter”. The Purchasers shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Required Purchasers’, or, with respect to a Demand Registration, the Requesting Purchasers’ (as such term is defined in Section 2(f)(i) below), counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by Registration Statement such holders or on such other basis as would result in the exclusion portion of the least number of shares by all such holders). In addition, in the event Registrable Securities that the Staff or the SEC requires any holder to be removed from such Registration Statement, while still including the maximum number of Registrable Securities seeking permitted to sell securities be registered by the SEC under a Shelf such Registration Statement filed pursuant at such time (such removed Registrable Securities, the “Cut Back Shares”), and/or (ii) agree to this Agreement such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to be specifically identified assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Purchaser as an “underwriter” in order to permit such Shelf any Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofPurchaser. Any reduction cut-back imposed on the Purchasers pursuant to this paragraph will first reduce Section 2(d) shall be allocated, first, among all securities that are not Registrable Securities, if any such securities are Securities (to the extent previously permitted by the holders to be includedRequired Purchasers, or, in the case of a Demand Registration, by the Requesting Purchasers), and second, among the Purchasers on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Purchasers otherwise agree. In the event of any reduction in Registrable Securities cut-back imposed on the Purchasers pursuant to this Section 4.8, an affected holder thereof shall have the right to require, upon delivery of a written request to the Company signed by such holder2(d), the Company will use its best efforts to file a with the SEC, as promptly as allowed by the SEC, one or more Registration Statements on Form S-1 covering the resale of the Cut Back Shares or such other form available to register for resale the Cut Back Shares. No liquidated damages shall accrue as to any Cut Back Shares until such date as the Company is permitted to effect the registration statement within thirty (30) days of such request Cut Back Shares using Form S-3 in accordance with any SEC Restrictions (subject such date, the “Restriction Termination Date” of such Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder shall again be applicable to any Cut Back Shares that are not included in a manner acceptable Registration Statement prior to such holderthe Restriction Termination Date; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline for any Registration Statement in a manner acceptable to such holder or (ii) such holder agrees to be named as an underwriter in including any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and Cut Back Shares that have not theretofore otherwise been included in a Registration Statement under this Agreement that has been declared effective shall be ten (it being understood that 10) Business Days after such Restriction Termination Date, and (ii) the special demand right under this sentence may be exercised date by a holder multiple times and which the Company is required to obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above)120th day immediately after the Restriction Termination Date.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in Commission takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the Securities Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Purchaser to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce (i) remove from the number Registration Statement such portion of shares to be included by all holders of the Registrable Securities participating therein (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on a pro rata basis (based upon the number registration and resale of the Registrable Securities otherwise required as the Commission may require to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s “by or on behalf of assure the Company” offering position’s compliance with the requirements of Rule 415 (collectively, in which event the shares held by such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion of the least number of shares by all such holders“Commission Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires any holder of Registrable Securities seeking Company shall not agree to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified name Purchaser as an “underwriter” in order to permit such Shelf Registration Statement without the prior written consent of Purchaser. No liquidated damages shall accrue as to become effective, and any Cut Back Shares until such holder does not consent date as the Company is able to being so named as an underwriter effect the registration of such Cut Back Shares in accordance with any Commission Restrictions (such Shelf Registration Statement, then, in each such casedate, the Company shall reduce “Restriction Termination Date”). From and after the total number Restriction Termination Date applicable to any Cut Back Shares, all of Registrable Securities to be registered on behalf the provisions of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by the holders to be included. In the event of any reduction in Registrable Securities pursuant to this Section 4.8, an affected holder thereof 2 (including the liquidated damages provisions) shall have the right to require, upon delivery of a written request to the Company signed by such holder, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such holder in a manner acceptable again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be forty-five (45) days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts such Cut Back Shares under Section 2(c) shall be the 90th day immediately after the filing date of Registrable Securities in order the Registration Statement filed with respect to permit the resale thereof by such holder as contemplated above)Cut Back Shares.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in Commission takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the Securities Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Purchaser to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce (i) remove from the number Registration Statement such portion of shares to be included by all holders of the Registrable Securities participating therein (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on a pro rata basis (based upon the number registration and resale of the Registrable Securities otherwise required as the Commission may require to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s “by or on behalf of assure the Company” offering position’s compliance with the requirements of Rule 415 (collectively, in which event the shares held by such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion of the least number of shares by all such holders“Commission Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Purchaser as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofPurchaser. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Purchasers pursuant to this Section 4.8, an affected holder thereof 2(d) in the event that the offering is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act shall have be allocated among the right Purchasers on a pro rata basis. No liquidated damages shall accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any Commission Restrictions (such date, the Company to file a registration statement within thirty (30) days of such request (subject “Restriction Termination Date”). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be forty-five (45) days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts such Cut Back Shares under Section 2(c) shall be the 90th day immediately after the filing date of Registrable Securities in order the Registration Statement filed with respect to permit the resale thereof by such holder as contemplated above)Cut Back Shares.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant (alone or together with previously or subsequently registered shares of Common Stock) is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce use its best efforts to persuade the number of shares to be included in such Shelf SEC that the offering contemplated by the Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff is a valid secondary offering and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction, the Company shall reduce the number of shares to be included by all holders of Registrable Securities participating therein on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s not an offering “by or on behalf of the issuer” as defined in Rule 415 and that the Investor is not an “underwriter.” The Investor shall have the right to participate or have its counsel participate in any meetings or discussions with the SEC regarding the SEC’s position (unless in the reasonable opinion of the Company or its counsel, such participation will be to the detriment to the Company in that it may cause undue delays in the registration process or for other reasons) and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investor’s counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held Company shall (i) first remove any securities registered for the account of any selling shareholders other than the holders of Registrable Securities, (ii) second remove any securities being registered for sale by the Company, and (iii) third remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by the holders to be included. In the event of any reduction in Registrable Securities pursuant to this Section 4.8, an affected holder thereof shall have the right to require, upon delivery of a written request to the Company signed by such holder, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such holder in a manner acceptable to such holder, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such holder or (ii) such holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that without the special demand right under this sentence may be exercised by a holder multiple times and with respect to limited amounts prior written consent of Registrable Securities in order to permit the resale thereof by such holder as contemplated above)Investor.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, requires the Company, or in any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its commercially reasonable efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that the Investor is not an “underwriter”. The Investor shall have the right to participate or have its counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have its counsel comment on any written submission made to the SEC with respect thereto, in each case promptly after being informed by the Company of such meetings or discussions. The costs of Investor's counsel with respect to such participation shall be borne solely by the Investor and the Company shall have no liability or obligation in respect thereof. In making any written submission, the Company shall take account of all reasonable comments provided by the Investor and its counsel. In the event that, despite the Company” offering ’s compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) use its commercially reasonable efforts to agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or Company shall not agree to name the SEC requires any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investor pursuant to this Section 4.82(d) shall be applied first to any Warrant Shares, an affected holder thereof unless the SEC Restrictions otherwise require or provide or the Investor otherwise agrees. No liquidated damages shall have the right accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed is notified in writing by the SEC that it is able to effect the registration of such holderCut Back Shares at such time in accordance with any SEC Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be twenty (20) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above)90th day immediately after the Restriction Termination Date.

Rule 415. Notwithstanding anything to the contrary contained in this Article IV, in the event (i) If at any time the staff of the SEC (the “Staff”) takes the position that the offering of some or all of the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then (the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the “Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reductionInterpretation”), the Company shall reduce the number of shares use its commercially reasonable efforts to be included by all holders of Registrable Securities participating therein on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in persuade the Staff or that the SEC’s offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The date on which the Staff informs the Company that the Staff Interpretation applies to the Registrable Securities is hereinafter referred to as the “Interpretation Date.” (ii) In the event that, despite the Company” offering position’s commercially reasonable efforts and compliance with the terms of this Section 2(d), the Staff refuses to allow all of the Registrable Securities to be included in the Registration Statement and/or insists that one or more of the Investors must be named as an “underwriter”, the Company shall (i) use commercially reasonable efforts to resolve any other remaining Staff comments as promptly as possible and, in any event, no later than the 30th day following the Interpretation Date (the “Interpretation Deadline Date”) and, (ii) within two Business Days of the earlier of the Interpretation Deadline Date or the resolution of any other Staff comments, file with the SEC a request for acceleration of the effectiveness of the Registration Statement as then on file with the SEC (which shall not include any changes requested or required by the Staff pursuant to the Staff Interpretation unless the Investors and the Company mutually agree otherwise) to a date and time not more than two Business Days after the date such request is filed (the “Acceleration Date”). (iii) If the amended Registration Statement is not declared effective on or prior to 5:30 p.m., New York time, on the second Business Day following the Acceleration Date (the “Acceleration Deadline”), then no later than 5:30 p.m., New York time, on the Business Day immediately following the Acceleration Deadline, the Company shall file with the SEC an amendment to the Registration Statement (the “Section 8 Amendment”) to remove the delaying legend placed on the Registration Statement pursuant to Rule 473(a), which Section 8 Amendment shall include the legend specified in Rule 473(b) to the effect that the amended Registration Statement shall thereafter become effective in accordance with the provisions of Section 8(a) of the 1933 Act. (iv) In the event that the shares held by SEC commences an investigation, examination or other proceeding with respect to the Registration Statement pursuant to Section 8(e) of the 1933 Act, the Company and, if required, the Investors, shall cooperate therewith in good faith and shall take such holder or set of holders action as shall be necessary to prohibit the only shares subject issuance of a stop order pursuant to reduction Section 8(d) of the 1933 Act on the grounds that any of them have failed to cooperate with any such investigation, examination or other proceeding; provided, however, that no party shall be required to waive any attorney-client privilege or attorney work product privilege in connection therewith. (v) In the event that the SEC commences (i) a refusal order proceeding pursuant to Section 8(b) of the 1933 Act with respect to the Registration Statement or (ii) a stop order proceeding pursuant to Section 8(d) of the 1933 Act with respect to the Registration Statement, the Company shall diligently oppose any such proceedings unless (A) SSF, (B) the Company and if (C) any other Investor who is required to be named an underwriter in the Registration Statement or whose Registrable Securities are required to be cut back in the Registration Statement as a result of the Staff Interpretation and who agrees to participate in the costs thereof as provided below (a “Participating Investor”), mutually agree at any time not to oppose such proceedings or to continue such opposition. The costs of such opposition shall be borne by a set of holders SSF and each Participating Investor on a pro rata basis calculated based on the number of Registrable Securities held by SSF or a Participating Investor compared to the total number of Registrable Securities held by SSF and all Participating Investors. SSF and each Participating Investor shall have the right to participate in such holders proceedings. In connection with its opposition of such proceedings, the Company shall retain counsel reasonably satisfactory to SSF and each Participating Investor (which shall be SSF’s counsel unless SSF otherwise agrees). The Company shall not agree to any settlement or compromise of any proceeding without the prior written consent of SSF and each Participating Investors, which shall not be unreasonably withheld or delayed. (vi) In the event that the SEC issues (i) a refusal order pursuant to Section 8(b) of the 1933 Act refusing to declare the Registration Statement effective or (ii) a stop order pursuant to Section 8(d) of the 1933 Act with respect to the Registration Statement, the Company shall file with the United States Court of Appeals for the District of Columbia Circuit and diligently prosecute through appropriate proceedings a petition for judicial review of any such order in a timely fashion in accordance with the provisions of Section 9(a) of the 1933 Act to a final, nonappealable determination unless SSF, the Company and any Participating Investor mutually agree otherwise. The costs of prosecuting such petition shall be borne by SSF and each Participating Investor on the basis specified in clause (v) above. SSF and each Participating Investor shall have the right to participate in such proceedings. In connection with such proceedings, the Company shall retain counsel reasonably satisfactory to SSF and each Participating Investor (which shall be SSF’s counsel unless SSF otherwise agrees). The Company shall not agree to any settlement or compromise of any proceeding without the prior written consent of SSF and each Participating Investors, which shall not be unreasonably withheld or delayed. (vii) SSF and each Participating Investors shall have the right to participate or have its counsel participate in any meetings or discussions with the Staff or the SEC regarding the Staff Interpretation and to comment or have their counsel comment on any written submission made to the Staff, the SEC or any court with respect thereto. No such written submission shall be made by the Company to which counsel to SSF or a Participating Investor reasonably objects. (viii) So long as the Company is in compliance with the terms of this Section 2(d), all time periods specified in Section 2(c)(i) shall be tolled and no liquidated damages shall accrue or be payable pursuant to Section 2(c)(i) of this Agreement solely as a result of the failure of the amended Registration Statement to become effective due to the Staff Interpretation, in each case until the earliest of (i) the date that the Registration Statement (as amended, if necessary, by the Section 8 Amendment) is declared effective by the SEC; provided, however, that if the Registration Statement becomes effective automatically pursuant to Section 8(a) of the 1933 Act after the Company has received written notice that the SEC has ordered an examination, investigation or other basis proceeding pursuant to Section 8(e) of the 1933 Act, the Registration Statement shall not be deemed to have become effective until such time as would result sales may be made thereunder pursuant to Section 5(c) of the 1933 Act, (ii) the date which is 10 days after receipt by the Company of written notice from SSF or any Participating Investor that the Company is in material breach of this Section 2(d) if such breach is not cured to the reasonable satisfaction of such Investor prior thereto, or (iii) the date on which a court of competent jurisdiction upholds the Staff Interpretation (or modifies the Staff Interpretation in such a manner that either (i) all of the Registrable Securities are not able to be included in the exclusion Registration Statement or (ii) one or more of the least number of shares Investors are required to be named as an “underwriter” therein) by all such holders)a final and nonappealable judgment. The period specified in this Section 2(d)(viii) is hereinafter referred to as the “Tolling Period.” (ix) In addition, in the event that the Staff Interpretation is not contested by the Company in compliance with the terms of this Section 2(d) or is upheld (or modified in a such a manner that either (i) all of the SEC requires any holder of Registrable Securities seeking are not able to sell securities under a Shelf be included in the Registration Statement filed pursuant to this Agreement or (ii) one or more of the Investors are required to be specifically identified named as an “underwriter” therein) by a final and nonappealable judgment of a court of competent jurisdiction, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities and the Antidilution Shares, if applicable, that are not able to be included in the Registration Statement (which may be all of such securities) (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities and the Antidilution Shares as the Staff Interpretation as then in effect may require to assure the Company’s compliance with the requirements of Rule 415; provided, however, that the Company shall not agree to name any Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and without the prior written consent of such holder does not consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such caseInvestor (collectively, the Company “415 Restrictions”). Any cut-back imposed pursuant to this Section 2(d)(ix) shall reduce be allocated first to the total number of Antidilution Shares on a pro rata basis among the beneficial owners thereof and second to the Registrable Securities among the Investors on a pro rata basis. Any cut-back affecting the Registrable Securities shall be allocated first to be registered any Warrant Shares, unless the 415 Restrictions otherwise require or provide or an Investor otherwise requests with respect to the portion of any cut-back allocable to it. No liquidated damages shall accrue on behalf of such holder, or as to any Cut Back Shares during the Tolling Period and until such time as the Staff or Company is able to effect the SEC does not require registration of the Cut Back Shares in accordance with any 415 Restrictions (such identification or until date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all of the provisions of Section 2 of this Agreement (including the liquidated damages provisions) shall again be applicable to the Cut Back Shares; provided, however, that for such holder accepts such identification purposes, references to the Initial Closing Date shall be deemed to be the Restriction Termination Date. (x) Time shall be of the essence in the performance of the obligations contained in this Agreement, including, without limitation, the performance of the obligations set forth in this Section 2(d). (xi) The Company acknowledges that SSF and the manner thereofParticipating Investors have specifically requested the inclusion of the provisions set forth in this Section 2(d) as a condition to their investment in the Company and that SSF and the Participating Investors would not have made such investment without such provisions. Any reduction pursuant to this paragraph will first reduce all securities The Company further acknowledges that are not Registrable Securities, if any such securities are permitted by the holders to be included. In in the event of any reduction in Registrable Securities pursuant to breach of this Section 4.82(d), an affected holder thereof SSF and the Participating Investors would suffer a material loss for which damages at law would be difficult or impossible to determine. Accordingly, in addition to all other rights and remedies available to them at law or in equity, SSF and each Participating Investor shall have the right to require, upon delivery have the provisions of a written request to this Section 2(d) specifically enforced against the Company signed by and neither SSF nor any Participating Investor shall be obligated to post any bond or other security in connection with any action to compel such holder, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such holder in a manner acceptable to such holder, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such holder or (ii) such holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by such holder as contemplated above)specific performance.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant (alone or together with previously or subsequently registered shares of Common Stock) is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position (unless in the reasonable opinion of the Company or its counsel, such participation will be to the detriment to the Company in that it may cause undue delays in the registration process or for other reasons) and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held Company shall (i) first remove any securities registered for the account of any selling shareholders other than the holders of Registrable Securities, (ii) second remove any securities being registered for sale by the Company, and (iii) third remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investors pursuant to this Section 4.8, an affected holder thereof 2(d) shall have be allocated among the right to require, upon delivery Investors (and the holders of a written request any previously or subsequently registered shares of Common Stock whose shares are subject to the Company signed by such holder, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required position taken by the Staff or the SEC) for resale by on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. No liquidated damages shall accrue as to any Cut Back Shares until such holder date as the Company is able to commence the registration of such Cut Back Shares in a manner acceptable accordance with any SEC Restrictions (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after the Restriction Termination Date applicable to any Cut Back Shares, all of the provisions of this Section 2 (including the liquidated damages provisions) shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above)90th day immediately after the Restriction Termination Date.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investors pursuant to this Section 4.82(d) shall be allocated among the Investors on a pro rata basis and shall be applied first to any Warrant Shares, an affected holder thereof unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. No liquidated damages shall have the right accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any SEC Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered the Filing Deadline and sold pursuant to an effective the Additional Shares Filing Deadline, as applicable, for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above)90th day immediately after the Restriction Termination Date.

Rule 415. Notwithstanding anything (i) The Investor expressly acknowledges and agrees that since early 2006, the SEC staff has been raising concerns regarding the availability of Rule 415 for resale shelf registrations of privately placed securities, based primarily on Form S-3, Rule 415, the Manual of Publicly Available Telephone Interpretations, and other guidance, and that such concerns have caused significant uncertainty regarding the Company’s ability to register for resale all of the contrary contained shares of common stock subscribed for in this Article IVoffering, including shares underlying the warrants included in the event Interests (as defined in the staff Subscription Agreement). As such, the Investor expressly acknowledges and agrees that: (ii) any registration statement filed that includes any shares included in the Interests may not be declared effective by the SEC as a result of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Shelf Registration Statement filed pursuant to this Agreement as constituting an offering SEC’s interpretation of securities byRule 415, or on behalf of, the Company, or in any other manner, such that the Staff Company may be required to cut back or reduce the SEC do not permit such Shelf Registration Statement to become effective and used for resales in a manner that does not constitute such an offering number of shares so registered, and that permits the continuous resale at the market Company will only register such number of shares as permitted by the holders of Registrable Securities participating therein SEC; (or as otherwise may iii) if there are to be acceptable reductions to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all registered (whether as a result of Rule 415 issues or as a result of preexisting rights of holders of Registrable Securities participating therein until such time as registration rights whose rights may not be diluted by those of the Staff and investors purchase Interests in this offering), then all investors purchasing Interests in this offering may, in the SEC shall so permit such Shelf Registration Statement sole discretion of the Company, have their shares to become effective as aforesaid. In making such reduction, the Company shall reduce be registered reduced pro rata with all other investors in this offering; (iv) if there are to be reductions to the number of shares registered, then the Company will use its commercially reasonable efforts to be included prepare and file follow-on registrations to the extent permitted by existing SEC guidance (e.g. the later of sale by the undersigned of substantially all holders of Registrable Securities participating therein the shares previously registered and six months) or based on a pro rata basis the ability to register shares without SEC objection; (based upon the number of Registrable Securities otherwise required to be included for each v) because any such holder) unless the inclusion of shares by a particular holder reduction or a particular set of holders are resulting in the Staff or the SEC’s “by or on behalf limitation is outside of the Company” offering position, in which event the shares held by such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion of the least number of shares by all such holders). In addition, in the event that the Staff or the SEC requires any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case’s control, the Company shall reduce the total number undersigned will have no right whatsoever to damages (liquidated or otherwise) for any failure of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by the holders to be included. In the event of any reduction in Registrable Securities pursuant to this Section 4.8, an affected holder thereof shall have the right to require, upon delivery of a written request to the Company signed by such holder, the Company to file a registration statement within thirty (30) days register the undersigned’s shares timely, or at all, because of such request (subject to any restrictions imposed by Rule 415 related delays or required by the Staff objections made by, or limitations imposed by, the SEC; and (vi) for resale if a suit or action is brought by such holder in a manner acceptable to such holder, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such holder or (ii) such holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement party under this Agreement (it being understood that against the special demand right under this sentence may Company for alleged damages or loss resulting from Rule 415 related delays or objections made by, or limitations imposed by, the SEC, then the Company will be exercised by a holder multiple times entitled to its attorneys fees and with respect expenses incurred in responding to limited amounts of Registrable Securities in order to permit the resale thereof by such holder as contemplated above)suit or action.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Purchaser to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Purchasers is an “underwriter”. The Purchasers shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Purchasers’ counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Purchaser as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofPurchaser. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Purchasers pursuant to this Section 4.82(d) shall be allocated among the Purchasers on a pro rata basis and shall be applied first to any Warrant Shares, an affected holder thereof unless the SEC Restrictions otherwise require or provide or the Purchasers otherwise agree. No liquidated damages shall have the right accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any SEC Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline and/or the Qualification Deadline, as applicable, for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above90th day immediately after the Restriction Termination Date (the 120th day if the SEC reviews the Registration Statement).

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the Securities Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its reasonable best efforts to persuade the number of shares to be included by all holders of Registrable Securities participating therein on a pro rata basis (based upon SEC that the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares offering contemplated by a particular holder or Registration Statement is a particular set of holders are resulting in the Staff or the SEC’s bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investors pursuant to this Section 4.82(d) shall be allocated among the Investors on a pro rata basis, an affected holder thereof unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. No liquidated damages shall have the right accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any SEC Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above)60th day immediately after the Restriction Termination Date.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Lender to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Lenders is an “underwriter”. The Lenders shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Lenders’ counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Lender as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofLender. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Lenders pursuant to this Section 4.8, an affected holder thereof 2(d) shall have be allocated among the right Lenders on a pro rata basis. No liquidated damages shall accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any SEC Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline and/or the Qualification Deadline, as applicable, for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above90th day immediately after the Restriction Termination Date (the 120th day if the SEC reviews the Registration Statement).

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investors pursuant to this Section 4.82(d) shall be allocated among the Investors on a pro rata basis and shall be applied first to any Warrant Shares, an affected holder thereof unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. No liquidated damages shall have the right accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any SEC Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above)90th day immediately after the Restriction Termination Date.

Rule 415. Notwithstanding anything to the contrary contained set forth in this Article IVSection 2, in the event the staff Commission does not permit the Company to register all of the SEC (Registrable Securities in the “Staff”) or the SEC seeks to characterize any offering pursuant to a Shelf Registration Statement filed pursuant to this Agreement as constituting an offering because of securities by, or on behalf of, the Company, or in any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders Commission’s application of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reductionRule 415, the Company shall reduce register in the number of shares to be included by all holders of Registrable Securities participating therein on a pro rata basis (based upon the Registration Statement such number of Registrable Securities otherwise required to be included for each such holder) unless as is permitted by the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s “by or on behalf of the Company” offering positionCommission, in which event the shares held by such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion of the least number of shares by all such holders). In additionprovided, in the event however, that the Staff or the SEC requires any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be included in such Registration Statement or any subsequent registration statement shall be determined in the following order: (i) first, the shares of Common Stock issued pursuant to the Securities Purchase Agreement shall be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by a pro rata basis among the holders to of the Common Stock, (ii) second, the shares of Common Stock issuable upon exercise of the Warrants shall be includedregistered on a pro rata basis among the holders of the Warrants and (iii) third, any other securities listed on Schedule 10(b) attached hereto. In the event the Commission does not permit the Company to register all of any reduction in the Registrable Securities pursuant to this Section 4.8, an affected holder thereof shall have in the right to require, upon delivery of a written request to the Company signed by such holderinitial Registration Statement, the Company shall use its commercially reasonable efforts to file subsequent Registration Statements to register the Registrable Securities that were not registered in the initial Registration Statement as promptly as possible and in a registration statement within thirty manner permitted by the Commission. For purposes of this Section 2(d), “Filing Deadline” means with respect to each subsequent Registration Statement filed pursuant hereto, the later of (30i) sixty (60) days following the sale of substantially all of the Registrable Securities included in the initial Registration Statement or any subsequent Registration Statement and (ii) six (6) months following the effective date of the initial Registration Statement or any subsequent Registration Statement, as applicable, or such request (subject to earlier date as permitted by the Commission; provided, that, if the Filing Deadline falls on a Saturday, Sunday or any restrictions imposed by Rule 415 other day which shall be a legal holiday or a day on which the Commission is authorized or required by law or other government actions to close, the Staff or Filing Deadline shall be the SEC) for resale by such holder in a manner acceptable following Trading Day. For purposes of this Section 2(b), “Effectiveness Deadline” means with respect to such holder, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective subsequent Registration Statement in a manner acceptable to such holder or filed pursuant hereto, the earlier of (iiA) such holder agrees to be named as an underwriter in any the one hundred twentieth (120th) day following the filing date of such Registration Statement or (B) in a manner acceptable the event the Company is notified by the Commission that such Registration Statement will not be reviewed or is no longer subject to further review and comments, the Effectiveness Deadline as to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that shall be the special demand right under this sentence may fifth Trading Day following the date on which the Company is so notified; provided, that, if the Effectiveness Deadline falls on a Saturday, Sunday or any other day which shall be exercised a legal holiday or a day on which the Commission is authorized or required by a holder multiple times and with respect law or other government actions to limited amounts of Registrable Securities in order to permit close, the resale thereof by such holder as contemplated above)Effectiveness Deadline shall be the following Trading Day.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investors pursuant to this Section 4.82(d) shall be allocated among the Investors on a pro rata basis and shall be applied first to any Warrant Shares, an affected holder thereof unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. No liquidated damages shall have the right accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any SEC Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above)60th day immediately after the Restriction Termination Date.

Rule 415. Notwithstanding anything to If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investors pursuant to this Section 4.8, an affected holder thereof 2(d) shall have be allocated among the right to require, upon delivery of Investors on a written request to the Company signed by such holder, the Company to file a registration statement within thirty (30) days of such request (subject pro rata basis and shall be applied first to any restrictions imposed by Rule 415 Warrant Shares, unless the SEC Restrictions otherwise require or required by the Staff provide or the SEC) for resale by such holder in a manner acceptable to such holder, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as Investors otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such holder or (ii) such holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by such holder as contemplated above)agree.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce use its commercially reasonable best efforts to persuade the number of shares to be included in such Shelf SEC that the offering contemplated by the Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff is a valid secondary offering and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction, the Company shall reduce the number of shares to be included by all holders of Registrable Securities participating therein on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter.” Lender shall have the right to participate or have its counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have its counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which Lender’s counsel reasonably objects. In the event that, despite the Company” offering ’s efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investors pursuant to this Section 4.8, an affected holder thereof 2(d) shall have be allocated to among the right to require, upon delivery of Investors on a written request to pro rata basis. From and after such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any SEC Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject to any restrictions imposed by Rule 415 or required by Cut Back Shares), all of the Staff or the SEC) for resale by such holder in a manner acceptable provisions of this Section 2 shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares (“Cutback Registration Statement”) shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above90th day immediately after the Restriction Termination Date (the 120th day if the SEC reviews the Registration Statement).

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investors pursuant to this Section 4.82(d) shall be allocated among the Investors on a pro rata basis and shall be applied first to any of the Registrable Securities of such Investor as such Investor shall designate, an affected holder thereof unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. No liquidated damages shall have the right accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any SEC Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline and/or the Qualification Deadline, as applicable, for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above90th day immediately after the Restriction Termination Date (the 120th day if the SEC reviews the Registration Statement).

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the Securities Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement without the prior written consent of such Investor. If the SEC refuses to become effective, alter its position despite the removal of the Cut Back Shares from the Registration Statement and such holder an Investor does not consent to being so named as an underwriter “underwriter” in such Shelf the Registration Statement, then, in each then such case, Investor (a “Non-Electing Investor”) shall be deemed to have elected to have its Registrable Shares (the Company “Non-Electing Registrable Shares”) withheld from the Registration Statement and no liquidated damages shall reduce the total number of accrue as to any such Registrable Securities to be registered on behalf Shares of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investors pursuant to this Section 4.82(d) shall be allocated among the Investors on a pro rata basis and shall be applied first to any Warrant Shares, an affected holder thereof unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. No liquidated damages shall have the right accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any SEC Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered the Filing Deadline and sold pursuant to an effective the Option Shares Filing Deadline, as applicable, for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above)120th day immediately after the Restriction Termination Date.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investors pursuant to this Section 4.82(d) shall be allocated among the Investors on a pro rata basis and shall be applied first to any Warrant Shares, an affected holder thereof unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. No liquidated damages shall have the right accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any SEC Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline and/or the Additional Shares Filing Deadline, as applicable, for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above)90th day immediately after the Restriction Termination Date.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its commercially reasonable efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, without the prior written consent of such Investor (and such holder does not consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, that the Company shall reduce the total number of Registrable Securities not be required to be registered on behalf of do so even if such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by the holders to be included. In the event of any reduction in Registrable Securities pursuant to this Section 4.8, an affected holder thereof shall have the right to require, upon delivery of a written request to the Company signed by such holder, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such holder in a manner acceptable to such holder, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such holder or (ii) such holder agrees Investor consents to be named as an underwriter underwriter). Any cut-back imposed on the Investors pursuant to this Section 2(d) shall be allocated among the Investors on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. No liquidated damages shall accrue as to any Cut Back Shares until such date as the Company is able to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date” of such Cut Back Shares), subject to the following sentence. From and after the Restriction Termination Date applicable to any Cut Back Shares, all of the provisions of this Section 2 (including the liquidated damages provisions) shall again be applicable to such Cut Back Shares; provided, however, that (i) the Filing Deadline and the Additional Shares Filing Deadline, as applicable, for the Registration Statement in a manner acceptable including such Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) the date by which the Company is required to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above)ninetieth (90th) day immediately after the Restriction Termination Date.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investors pursuant to this Section 4.8, an affected holder thereof 2(d) shall have be allocated among the right Investors on a pro rata basis unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. No liquidated damages shall accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any SEC Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered the Filing Deadline and sold pursuant to an effective the Qualification Deadline for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be 30 days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above)90th day immediately after the Restriction Termination Date.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction, the Company shall reduce use its commercially reasonable efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s “valid secondary offering and not an offering by or on behalf of the issuer as defined in Rule 415 and that none of the Investors is an underwriter. The Investors shall have the right to have the Legal Counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have Legal Counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Legal Counsel reasonably objects. In the event that, despite the Company” offering ’s commercially reasonable efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not consent to being so named Investor as an underwriter in such Shelf Registration Statement, then, in each such case, Statement without the Company shall reduce the total number of Registrable Securities to be registered on behalf prior written consent of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investors pursuant to this Section 4.82(d) shall be allocated among the Investors on a pro rata basis, an affected holder thereof unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. No liquidated damages shall have the right accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any SEC Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above)90th day after the Restriction Termination Date.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce use its reasonable best efforts to persuade the number of shares to be included in such Shelf SEC that the offering contemplated by the Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff is a valid secondary offering and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction, the Company shall reduce the number of shares to be included by all holders of Registrable Securities participating therein on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter.” The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set portion of holders the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). Any cut-back imposed on the Investors pursuant to this Section 2(d) shall be allocated among the only shares subject to reduction (and if by a set of holders Investors on a pro rata basis and shall be applied first to any Warrant Shares covered by such holders or on such other basis as would result in the exclusion of the least number of shares by all such holders). In addition, in the event that the Staff or the SEC requires any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not consent to being so named as an underwriter in such Shelf Registration Statement, then, unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. Such required cut-back would not be considered a breach of this Agreement unless continuing past the 60th day (or the 90th day if the SEC reviews the registration statement) after such date as the Company is permitted to effect the registration of such Cut Back Shares in each accordance with any SEC Restrictions (such casedate, the Company shall reduce the total number of Registrable Securities to be registered on behalf “Restriction Termination Date” of such holderCut Back Shares), until such time provided that liquidating damages would accrue as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by the holders to be included. In the event of any reduction a result as provided in Registrable Securities pursuant to this Section 4.8, an affected holder thereof shall have the right to require, upon delivery of a written request to the Company signed by such holder, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such holder in a manner acceptable to such holder, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such holder or (ii) such holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by such holder as contemplated above2(c)(i).

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “"underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction", the Company shall reduce use its commercially reasonable best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s “valid secondary offering and not an offering "by or on behalf of the Company” offering position, issuer" as defined in which event the shares held by such holder or set of holders shall be the only shares subject to reduction (Rule 415 and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion that none of the least number of shares by all such holders)Investors is an "underwriter". In addition, in the event that the Staff or the SEC requires any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by the holders to be included. In the event of any reduction in Registrable Securities pursuant to this Section 4.8, an affected holder thereof The Investors shall have the right to require, upon delivery of a participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC's position and to comment or have their counsel comment on any written request submission made to the Company signed by SEC with respect thereto. No such holderwritten submission shall be made to the SEC to which the Investors' counsel reasonably objects. In the event that, despite the Company's commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the "Cut Back Shares") and/or (ii) agree to file a such restrictions and limitations on the registration statement within thirty (30) days and resale of such request (subject the Registrable Securities as the SEC may require to any restrictions imposed by assure the Company's compliance with the requirements of Rule 415 or required by (collectively, the Staff or the SEC) for resale by such holder in a manner acceptable to such holder"SEC Restrictions"); provided, and however, that the Company shall following not agree to name any Investor as an "underwriter" in such request cause Registration Statement without the prior written consent of such Investor. Any cut-back imposed on the Investors pursuant to this Section 2(d) shall be and keep effective such registration statement in allocated among the same manner Investors on a pro rata basis, unless the SEC Restrictions otherwise require or provide. No liquidated damages shall accrue as otherwise contemplated in this Agreement for registration statements hereunder, in each case to any Cut Back Shares until such time as: date as the Company is able to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions (such date, the "Restriction Termination Date" of such Cut Back Shares). From and after the Restriction Termination Date applicable to any Cut Back Shares, all of the provisions of this Section 2 (including the liquidated damages provisions) shall again be applicable to such Cut Back Shares; provided, however, that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts such Cut Back Shares under Section 2(e) shall be tolled for a period equal to the number of Registrable Securities in order days elapsed from the date the Registration Statement initially including such Cut Back Shares was first filed with the SEC and the Restriction Termination Date applicable to permit the resale thereof by such holder as contemplated above)Cut Back Shares.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Purchaser to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Purchasers is an “underwriter”. The Purchaser shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Purchasers’ counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Purchasers pursuant to this Section 4.82(d) shall be allocated among the Purchasers on a pro rata basis, an affected holder thereof unless the SEC Restrictions otherwise require or provide or the Purchasers otherwise agree. No liquidated damages shall have the right accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any SEC Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline and/or the Qualification Deadline for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above90th day immediately after the Restriction Termination Date (the 120th day if the SEC reviews the Registration Statement).

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included by all holders of Registrable Securities participating therein on a pro rata basis (based upon SEC that the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares offering contemplated by a particular holder or Registration Statement is a particular set of holders are resulting in the Staff or the SEC’s bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investors pursuant to this Section 4.82(d) shall be allocated among the Investors on a pro rata basis, an affected holder thereof unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. No liquidated damages shall have the right accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any SEC Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above)60th day immediately after the Restriction Termination Date.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Purchaser to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Purchasers is an “underwriter”. The Purchasers shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Purchasers’ counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Purchaser as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofPurchaser. Any reduction cut-back imposed on the Purchasers pursuant to this paragraph will first reduce Section 2(d) shall be allocated, first, among all securities that are not Registrable Securities, if any such securities are Securities (to the extent previously permitted by the holders Required Purchasers), and second, among the Purchasers on a pro rata basis and shall be applied first to be includedany Warrant Shares, unless the SEC Restrictions otherwise require or provide or the Purchasers otherwise agree. In No liquidated damages shall accrue as to any Cut Back Shares until such date as the event Company is permitted to effect the registration of such Cut Back Shares in accordance with any reduction in Registrable Securities pursuant SEC Restrictions (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after the Restriction Termination Date applicable to any Cut Back Shares, all of the provisions of this Section 4.8, an affected holder thereof 2 (including the liquidated damages provisions) shall have the right to require, upon delivery of a written request to the Company signed by such holder, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such holder in a manner acceptable again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline, for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above)120th day immediately after the Restriction Termination Date.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, requires any Investor or in any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Other Holder to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included by all holders of Registrable Securities participating therein on a pro rata basis (based upon SEC that the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares offering contemplated by a particular holder or Registration Statement is a particular set of holders are resulting in the Staff or the SEC’s bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right, at their own expense to the extent that the expense reimbursement provision in Section 2(b) is exceeded, to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Other Registrable Securities and the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities and the Other Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement without the prior written consent of such Investor. Any cut-back imposed by the SEC Restrictions shall be applied as follows: first, to become effectivethe Other Shares, second, to the Other Investor Shares, and third, to the Registrable Securities. Any such holder does not consent cut-back shall be allocated among the holders of the securities subject to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, cut-back on a pro rata basis based on the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holderOther Shares, until such time as the Staff Other Investor Shares or the SEC does not require such identification or until such holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if as applicable, held by them unless the SEC Restrictions otherwise require or provide or such holders otherwise agree. No liquidated damages shall accrue as to any Cut Back Shares until such securities are permitted by date as the holders Company is able to be includedeffect the registration of such Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date” of such Cut Back Shares). In From and after the event Restriction Termination Date applicable to any Cut Back Shares, all of any reduction in Registrable Securities pursuant to the provisions of this Section 4.8, an affected holder thereof 2 (including the liquidated damages provisions) shall have the right to require, upon delivery of a written request to the Company signed by such holder, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such holder in a manner acceptable again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered the Filing Deadline and sold pursuant to an effective the Qualification Deadline, as applicable, for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above)60th day immediately after the Restriction Termination Date.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investors pursuant to this Section 4.82(d) shall be allocated among the Investors on a pro rata basis and shall be applied first to any Warrant Shares, an affected holder thereof unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. No liquidated damages shall have the right accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any SEC Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered the Filing Deadline and sold pursuant to an effective the Qualification Deadline for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above)90th day immediately after the Restriction Termination Date.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in Commission takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the Securities Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Purchaser to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce (i) remove from the number Registration Statement such portion of shares to be included by all holders of the Registrable Securities participating therein (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on a pro rata basis (based upon the number registration and resale of the Registrable Securities otherwise required as the Commission may require to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s “by or on behalf of assure the Company” offering position’s compliance with the requirements of Rule 415 (collectively, in which event the shares held by such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion of the least number of shares by all such holders“Commission Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Purchaser as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofPurchaser. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Purchasers pursuant to this Section 4.8, an affected holder thereof 2(d) shall have be allocated among the right Purchasers on a pro rata basis. No liquidated damages shall accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any Commission Restrictions (such date, the Company to file a registration statement within thirty (30) days of such request (subject “Restriction Termination Date”). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be forty-five (45) days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts such Cut Back Shares under Section 2(c) shall be the 90th day immediately after the filing date of Registrable Securities in order the Registration Statement filed with respect to permit the resale thereof by such holder as contemplated above)Cut Back Shares.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investors pursuant to this Section 4.82(d) shall be allocated among the Investors on a pro rata basis and shall be applied first to any Warrant Shares, an affected holder thereof unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. No liquidated damages shall have the right accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any SEC Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline and/or the Additional Shares Filing Deadline, as applicable, for the Registration Statement in a manner acceptable including such Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) the date by which the Company is required to obtain effectiveness with respect to such holder Cut Back Shares under Section 2(c) shall be the 90th day immediately after the Restriction Termination Date; provided, further, however, no such damages shall accrue under clauses (i) or (ii) such holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder of the immediately preceding proviso from and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that after the special demand right under this sentence may be exercised by a holder multiple times and with respect to limited amounts of Registrable Securities in order to permit 180th days following the resale thereof by such holder as contemplated above)Closing Date.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investors pursuant to this Section 4.82(d) shall be allocated among the Investors on a pro rata basis, an affected holder thereof unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. No liquidated damages shall have the right accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any SEC Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline and/or the Qualification Deadline, as applicable, for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above)90th day immediately after the Restriction Termination Date.

Rule 415. Notwithstanding anything to If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investors pursuant to this Section 4.82(d) shall be allocated among the Investors on a pro rata basis and shall be applied first to any Warrant Shares, an affected holder thereof unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. No liquidated damages shall have the right accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any SEC Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered the Filing Deadline and sold pursuant to an effective the Qualification Deadline for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above)90th day immediately after the Restriction Termination Date.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, requires any Investor (other than the Company, Placement Agent or in any other manner, such that Affiliate or transferee of the Staff or the SEC do not permit such Shelf Registration Statement Placement Agent) to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors (other than the Placement Agent or any Affiliate or transferee of the Placement Agent) is an “underwriter.” The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff Company shall not agree to name any Investor (other than the Placement Agent or any Affiliate or transferee of the SEC requires any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Placement Agent) as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investors pursuant to this Section 4.82(d) shall be allocated among the Investors on a pro rata basis and shall be applied first to any Agent Warrant Shares held by the Placement Agent or any Affiliate or transferee of the Placement Agent and second to any Warrant Shares held by the remaining Investors, an affected holder thereof unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. No liquidated damages shall have the right accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any SEC Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective the Filing Deadline, the Additional Shares Filing Deadline and/or the Qualification Deadline, as applicable, for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above)120th day immediately after the Restriction Termination Date.

Rule 415. Notwithstanding anything to Cutback If at any time the contrary contained in this Article IV, in SEC takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to Registrable Securities in a Shelf Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the 1933 Act or on behalf of, the Company, or in requires any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction”, the Company shall reduce use its best efforts to persuade the number of shares to be included SEC that the offering contemplated by all holders of Registrable Securities participating therein on the Registration Statement is a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company” offering ’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, in which event the shares held by Company shall (i) remove from the Registration Statement such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion portion of the least number Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of shares by all such holdersthe Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). In addition; provided, in the event however, that the Staff or the SEC requires Company shall not agree to name any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified Investor as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not without the prior written consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereofInvestor. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by cut-back imposed on the holders to be included. In the event of any reduction in Registrable Securities Investors pursuant to this Section 4.82(d) shall be allocated among the Investors on a pro rata basis and shall be applied first to any Warrant Shares, an affected holder thereof unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. No liquidated damages shall have the right accrue as to require, upon delivery of a written request to any Cut Back Shares until such date as the Company signed by is able to effect the registration of such holderCut Back Shares in accordance with any SEC Restrictions (such date, the Company to file a registration statement within thirty (30) days “Restriction Termination Date” of such request (subject Cut Back Shares). From and after the Restriction Termination Date applicable to any restrictions imposed by Rule 415 or required by Cut Back Shares, all of the Staff or provisions of this Section 2 (including the SECliquidated damages provisions) for resale by such holder in a manner acceptable shall again be applicable to such holderCut Back Shares; provided, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunderhowever, in each case until such time as: that (i) all Registrable Securities held by such holder have been registered the Filing Deadline and sold pursuant to an effective the Qualification Deadline, as applicable, for the Registration Statement in a manner acceptable to including such holder or Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) such holder agrees the date by which the Company is required to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a holder multiple times and obtain effectiveness with respect to limited amounts of Registrable Securities in order to permit such Cut Back Shares under Section 2(c) shall be the resale thereof by such holder as contemplated above)90th day immediately after the Restriction Termination Date.