Common use of Additional Registration Statements Clause in Contracts

Additional Registration Statements. If for any reason the SEC does not permit all Registrable Securities to be included in the Initial Registration Statement (such that the Initial Registration Statement may be used for resales in a manner that does not constitute, in the SEC’s view, an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters”), then: (a) The Company shall promptly notify Holders and (i) first, exclude the shares held by any officer or director of the Company; (ii) second, exclude the Existing Shares (as defined herein) held by any Holder that is not an affiliate of the Company, any managing member of Doral GP Ltd. or any of such managing member’s affiliates; and (iii) third, reduce the number of Registrable Securities to be included in such Registration Statement by the Holders until such time as the SEC shall so permit such Registration Statement to become effective and be used for resales in a manner that does not constitute an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters.” In making such reduction, the Company shall reduce the number of shares to be included by all such Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such Holder). In no event shall a Holder be required to be named as an “underwriter” in a Registration Statement without such Holder’s prior written consent; and (b) The Company shall prepare and file with the SEC one or more separate Registration Statements that meet the criteria set forth in the first sentence of this Section 5.2 with respect to any such Registrable Securities not included in the Initial Registration Statement. The Company will then use its reasonable best efforts at the first opportunity that is permitted by the SEC, but in no event later than the later of (i) 60 days from the date substantially all of the Registrable Securities registered under the Registration Statement have been sold by the Holders or (ii) six (6) months from the date the Initial Registration Statement was declared effective, to register for resale the Registrable Securities that have been excluded from being registered (provided such Registration Statement meets the criteria set forth in the first sentence of this Section 5.2). The Company shall use its reasonable best efforts to cause any such Registration Statement to be declared effective within 60 days following the filing thereof (and in any event no later than five business days following notification from the SEC that the Registration Statement will not be subject to review or that the SEC has no further comments to the Registration Statement) and to remain continuously effective for the Registration Period. In the event the SEC raises objections to any such subsequent Registration Statement, the procedures set forth in this Section 5.2 shall again be followed.

Additional Registration Statements. If for any reason (i) the SEC does not permit all Registrable Securities of the Shares and Warrant Shares to be included in the Initial Registration Statement (such that the Initial Registration Statement may be used for resales in a manner that does not constitute, in the SEC’s view, an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters”filed pursuant to Section 4.1(a), then: (a) The Company shall promptly notify Holders and (i) first, exclude the shares held by any officer or director of the Company; (ii) second, exclude the Existing any outstanding Shares and Warrant Shares (as defined hereinwithout regard to any exercise caps contained in the Warrants) held are not then covered by any Holder that is not an affiliate of the Companyeffective Registration Statement, any managing member of Doral GP Ltd. or any of such managing member’s affiliates; and (iii) third, reduce the number of Registrable Securities to be included then in such Registration Statement by the Holders until such time as the SEC shall so permit such Registration Statement to become effective and be used for resales in a manner that does not constitute an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters.” In making such reduction, the Company shall reduce the number of shares to be included by all such Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such Holder). In no event shall a Holder be required to be named as an “underwriter” in a Registration Statement without such Holder’s prior written consent; and (b) The case the Company shall prepare and file with within 30 days of realizing such obligation, an additional Registration Statement covering the SEC one resale of all such outstanding and issuable Shares and Warrant Shares not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (or more separate Registration Statements that meet the criteria set forth in the first sentence of this Section 5.2 with respect to any other appropriate form for such Registrable Securities not included in the Initial Registration Statementpurpose). The Company will then shall cause each such Registration Statement to be declared effective under the Act as soon as possible but, in any event, within 120 days of realizing its obligation to file such Registration Statement, and shall use its reasonable best efforts at the first opportunity that is permitted by the SEC, but in no event later than the later of (i) 60 days from the date substantially all of the Registrable Securities registered under the Registration Statement have been sold by the Holders or (ii) six (6) months from the date the Initial Registration Statement was declared effective, to register for resale the Registrable Securities that have been excluded from being registered (provided keep such Registration Statement meets continuously effective under the criteria set forth Act. Not less than four trading days prior to the filing of a Registration Statement or any related prospectus or any amendment or supplement thereto, the Company shall furnish to each holder of Shares or Warrant Shares copies of the “Selling Stockholders” section of such document, the “Plan of Distribution” and any risk factor contained in such document that addresses specifically this transaction or the first sentence Selling Stockholders, as proposed to be filed, which documents will be subject to the review of this Section 5.2such holder. The Company shall not file a Registration Statement, any prospectus or any amendments or supplements thereto in which the “Selling Stockholder” section thereof differs from the disclosure received from a holder in its Selling Holder Questionnaire (as amended or supplemented). The Company shall use its reasonable best efforts to cause avoid the issuance of, or, if issued, obtain the withdrawal of (i) any such order suspending the effectiveness of a Registration Statement to be declared effective within 60 days following Statement, or (ii) any suspension of the filing thereof qualification (and or exemption from qualification) of any of the Shares or Warrant Shares for sale in any event no later than five business days following jurisdiction, at the earliest practicable moment. Upon notification from by the SEC that the a Registration Statement will not be reviewed or is no longer subject to further review and comments, the Company shall request acceleration of such Registration Statement such that it becomes effective at 5:00 p.m. (New York City time) on the date such Registration Statement is declared effective. Deliver to each Investor, by 9:00 a.m. (New York City time) on the day following the date such Registration Statement is declared effective, without charge, an electronic copy of each prospectus or that the SEC has no further comments prospectuses (including each form of prospectus) and each amendment or supplement thereto. The Company hereby consents to the Registration Statement) use of such prospectus and to remain continuously effective for each amendment or supplement thereto by each of the Registration Period. In selling holders in connection with the event offering and sale of the SEC raises objections to Shares and Warrant Shares covered by such prospectus and any such subsequent Registration Statement, the procedures set forth in this Section 5.2 shall again be followedamendment or supplement thereto.

Additional Registration Statements. If for any reason the SEC does not permit all Registrable Securities to be included in the Initial Registration Statement (such that the Initial Registration Statement may be used for resales in a manner that does not constitute, in the SEC’s view, an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein Except as “underwriters”set forth on Schedule 4(j), then: (a) The Company shall promptly notify Holders and (i) first, exclude until the shares held by any officer or director of the Company; (ii) second, exclude the Existing Shares Applicable Date (as defined hereinbelow) held by and at any Holder that time thereafter while any Registration Statement is not an affiliate of effective or the Company, any managing member of Doral GP Ltd. prospectus contained therein is not available for use or any of such managing member’s affiliates; and Current Public Information Failure (iiias defined in the Registration Rights Agreement) third, reduce the number of Registrable Securities to be included in such Registration Statement by the Holders until such time as the SEC shall so permit such Registration Statement to become effective and be used for resales in a manner that does not constitute an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters.” In making such reductionexists, the Company shall reduce not file a registration statement or an offering statement under the number of shares 1933 Act relating to be included by all such Holders on a pro rata basis (based upon securities that are not the number of Registrable Securities otherwise required (other than a registration statement on Form S-8 or such supplements or amendments to be included for each such Holder). In no event shall a Holder be required to be named as an “underwriter” in a Registration Statement without such Holder’s prior written consent; and (b) The Company shall prepare registration statements that are outstanding and file with have been declared effective by the SEC one or more separate Registration Statements that meet as of the criteria set forth in date hereof (solely to the first sentence of this Section 5.2 extent necessary to keep such registration statements effective and available and not with respect to any such Subsequent Placement)). “Applicable Date” means the earlier of (x) the first date on which the resale by the Buyers of all the Registrable Securities not included required to be filed on the initial Registration Statement (as defined in the Initial Registration Statement. The Company will then Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use its reasonable best efforts at on such date) or (y) the first opportunity that is permitted by the SEC, but in no event later than the later of (i) 60 days from the date substantially on which all of the Registrable Securities registered are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which the Company has cured such Current Public Information Failure). “Subsequent Placement” means the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal by the Company of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the Registration Statement have been sold by the Holders 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (ii) six (6) months from the date the Initial Registration Statement was declared effective, to register for resale the Registrable Securities that have been excluded from being registered (provided such Registration Statement meets the criteria set forth in the first sentence of this Section 5.2). The Company shall use its reasonable best efforts to cause any such Registration Statement to be declared effective within 60 days following the filing thereof (and in any event no later than five business days following notification from the SEC that the Registration Statement will not be subject to review issuance, offer, sale, grant, disposition or that the SEC has no further comments to the Registration Statement) and to remain continuously effective for the Registration Period. In the event the SEC raises objections to any such subsequent Registration Statement, the procedures set forth in this Section 5.2 shall again be followedannouncement).

Additional Registration Statements. If for any reason In the SEC does not permit all Registrable Securities to be included in event the Company amends an Initial Registration Statement (such that the Initial or files a New Registration Statement may be used for resales in a manner that does not constituteStatement, in the SEC’s view, an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters”), then: (a) The Company shall promptly notify Holders and (i) first, exclude the shares held by any officer or director of the Company; (ii) second, exclude the Existing Shares (as defined herein) held by any Holder that is not an affiliate of the Company, any managing member of Doral GP Ltd. or any of such managing member’s affiliates; and (iii) third, reduce the number of Registrable Securities to be included in such Registration Statement by the Holders until such time as the SEC shall so permit such Registration Statement to become effective and be used for resales in a manner that does not constitute an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters.” In making such reductioncase may be, under clauses (A) or (B) of Section 2(a)(i), the Company shall reduce the number of shares to be included by all such Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such Holder). In no event shall a Holder be required to be named as an “underwriter” in a Registration Statement without such Holder’s prior written consent; and (b) The Company shall prepare and file with the SEC one or more separate Registration Statements that meet the criteria set forth in the first sentence of this Section 5.2 with respect to any such Registrable Securities not included in the Initial Registration Statement. The Company will then use its reasonable best efforts at the first opportunity that is permitted by the SEC, but in no event later than the later of (i) 60 days from the date substantially all of the Registrable Securities registered under the Registration Statement have been sold by the Holders or (ii) six (6) months from the date the Initial Registration Statement was declared effective, to register for resale the Registrable Securities that have been excluded from being registered (provided such Registration Statement meets the criteria set forth in the first sentence of this Section 5.2). The Company shall use its reasonable best efforts to cause any file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on such form available to the Company to register for resale those Registrable Securities that were not registered for resale on such Initial Registration Statement, as amended, or such New Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders holding a majority of the Registrable Securities may reasonably determine (the “Remainder Registration Statements”). Each Remainder Registration Statement shall be on such form available to the Company to register for resale of the Registrable Securities that were not registered for resale on an Initial Registration Statement, as amended, or a New Registration Statement as a secondary offering, subject to the provisions of Section 2(h) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement Statement) the “Plan of Distribution” section substantially in the form attached hereto as Annex A; provided that the information to be declared effective within 60 days following included in the filing thereof (and in any event no later than five business days following notification from the SEC that the Registration Statement will not Selling Stockholders section which relates to a Holder shall be subject to review or the approval of such Holder, and the Company shall make any changes to such section and the Plan of Distribution section that the SEC has no further comments to the Registration Statement) and to remain continuously effective for the Registration Period. In the event the SEC raises objections to any are reasonably requested by such subsequent Registration Statement, the procedures set forth in this Section 5.2 shall again be followedHolder.

Additional Registration Statements. If for any reason In the SEC does not permit event the Commission informs the Company that all of the Registrable Securities to cannot, as a result of the application of Rule 415, be included in the Initial Registration Statement (such that the Initial Registration Statement may be used registered for resales in resale as a manner that does not constitutesecondary offering on a single registration statement, in the SEC’s view, an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters”), then: (a) The Company shall agrees to promptly notify Holders and (i) firstinform each Holder thereof, exclude the shares held by any officer or director of the Company; (ii) second, exclude the Existing Shares (as defined herein) held by any Holder that is not an affiliate of the Company, any managing member of Doral GP Ltd. or any of such managing member’s affiliates; and (iii) third, reduce the number of Registrable Securities to be included in such Registration Statement by the Holders until such time as the SEC shall so permit such Registration Statement to become effective and be used for resales in a manner that does not constitute an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters.” In making such reduction, the Company shall reduce the number of shares to be included by all such Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such Holder). In no event shall a Holder be required to be named as an “underwriter” in a Registration Statement without such Holder’s prior written consent; and (b) The Company shall prepare and file with the SEC one or more separate Registration Statements that meet the criteria set forth in the first sentence of this Section 5.2 with respect to any such Registrable Securities not included in the Initial Registration Statement. The Company will then use its reasonable best efforts at the first opportunity that is permitted by the SEC, but in no event later than the later of (i) 60 days from the date substantially all of the Registrable Securities registered under the Registration Statement have been sold by the Holders or (ii) six (6) months from the date to file amendments to the Initial Registration Statement was declared effectiveas required by the Commission and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or, if the Company is ineligible to register for resale the Registrable Securities on Form S-3, such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that have been excluded from being registered (provided prior to filing such amendment or New Registration Statement meets Statement, the criteria set forth in the first sentence of this Section 5.2). The Company shall be obligated to use its reasonable best efforts to cause advocate with the Commission for the registration of all of the Registrable Securities. The Holders shall have the right to select one legal counsel to review and oversee any such Registration Statement registration or matters pursuant to be declared effective within 60 days following the filing thereof (and this Article II, including participation in any event no later than five business days following notification from meetings or discussions with the SEC that Commission regarding the Registration Statement will not be subject Commission’s position and to review or that the SEC has no further comments comment on any written submission made to the Registration Statement) and to remain continuously effective for Commission with respect thereto, which counsel shall be designated by the Registration Periodholders of a majority of the Registrable Securities. In the event the SEC raises objections to any such subsequent Company amends the Initial Registration Statement or files a New Registration Statement, as the procedures set forth in this Section 5.2 shall again be followedcase may be, under clauses (ii) or (iii) above, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by the Commission, one or more registration statements on Form S-3 or, if the Company is ineligible to register for resale the Registrable Securities on Form S-3, such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Additional Registration Statements. If (i) Whenever the Company (or a Successor Entity) proposes to register the offer and sale of any shares of its common stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), or (ii) in connection with any dividend or distribution reinvestment or similar plan), which includes the registration of shares of Common Stock for any reason the SEC does not permit all Registrable Securities account of one or more stockholders of the Company and the form of registration statement (a “Piggyback Registration Statement”) to be included in the Initial Registration Statement (such that the Initial Registration Statement used may be used for resales in a manner that does not constitute, in the SEC’s view, an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters”), then: (a) The Company shall promptly notify Holders and (i) first, exclude the shares held by any officer or director of the Company; (ii) second, exclude the Existing Shares (as defined herein) held by any Holder that is not an affiliate of the Company, any managing member of Doral GP Ltd. or any of such managing member’s affiliates; and (iii) third, reduce the number registration of Registrable Securities to be included in such Registration Statement by the Holders until such time as the SEC shall so permit such Registration Statement to become effective and be used for resales in a manner that does not constitute an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters.” In making such reductionSecurities, the Company shall reduce the number of shares to be included by include in such registration all such Holders on a pro rata basis (based upon the number of Registrable Securities otherwise unless the Company has received a written request for exclusion from the Holder. The Company shall give prompt written notice (in any event no later than ten (10) Trading Days prior to the filing of such Piggyback Registration Statement) to the Holder of its intention to effect such a registration. The Company shall notify the Holder, promptly after the Company receives notice thereof, of the time when such Piggyback Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Piggyback Registration Statement has been filed with the SEC. The Company shall further notify Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event that would cause the prospectus included for each in such Holder). In no event shall a Holder be required to be named as an “underwriter” in a Piggyback Registration Statement without such Holder’s prior written consent; and (b) The to contain an untrue statement of a material fact or omit any fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and the Company shall prepare and file with a supplement or amendment to such prospectus so that, as thereafter delivered to the SEC one or more separate Registration Statements that meet the criteria set forth in the first sentence purchasers of this Section 5.2 with respect to any such Registrable Securities Securities, such prospectus shall not included contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein, in the Initial Registration Statement. The Company will then use its reasonable best efforts at the first opportunity that is permitted by the SEC, but in no event later than the later of (i) 60 days from the date substantially all light of the Registrable Securities registered circumstances under the Registration Statement have been sold by the Holders or (ii) six (6) months from the date the Initial Registration Statement was declared effectivewhich they were made, to register for resale the Registrable Securities that have been excluded from being registered (provided such Registration Statement meets the criteria set forth in the first sentence of this Section 5.2)not misleading. The Company shall use its reasonable best efforts to cause such that upon effectiveness of any such Registration Statement to be declared effective within 60 days following the filing thereof (and in any event no later than five business days following notification from the SEC that the Registration Statement will not be subject to review or that the SEC has no further comments to the Registration Statement) and to remain continuously effective for the Registration Period. In the event the SEC raises objections to any such subsequent Piggyback Registration Statement, the procedures set forth Registrable Securities registered thereunder shall be listed on each securities exchange on which the Common Stock is then listed. The Company shall otherwise use its reasonable efforts to take all other steps necessary to effect the registration and sale of the Registrable Securities included on such Piggyback Registration Statement as contemplated hereby. (ii) Notwithstanding the foregoing, until such time as the Registration Statement is declared effective and for one year following such effective date, neither the Company (nor any Successor Entity) nor New ▇▇▇▇▇▇ shall register the offer and sale of any shares of Common Stock under the Securities Act other than (A) a resale registration statement covering the Registrable Securities held by the Holder as of the Effective Date, (B) a registration statement covering shares issuable further to an equity line to be provided by Esousa Holdings LLC or its affiliate and (C) a shelf registration statement on Form S-3 covering shares estimated to cover one year of interest payable in this Section 5.2 shall again be followedstock further to the terms of the Preferred Stock.

Additional Registration Statements. If Whenever the Company (or a Successor Entity (as defined in the Warrants)) proposes to register the offer and sale of any shares of its common stock under the 1933 Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), or (ii) in connection with any dividend or distribution reinvestment or similar plan), which includes the registration of shares of Common Stock for any reason the SEC does not permit all Registrable Securities account of one or more stockholders of the Company and the form of registration statement (a “Piggyback Registration Statement”) to be included in the Initial Registration Statement (such that the Initial Registration Statement used may be used for resales in a manner that does not constitute, in the SEC’s view, an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters”), then: (a) The Company shall promptly notify Holders and (i) first, exclude the shares held by any officer or director of the Company; (ii) second, exclude the Existing Shares (as defined herein) held by any Holder that is not an affiliate of the Company, any managing member of Doral GP Ltd. or any of such managing member’s affiliates; and (iii) third, reduce the number registration of Registrable Securities to be included in such Registration Statement by the Holders until such time as the SEC shall so permit such Registration Statement to become effective and be used for resales in a manner that does not constitute an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters.” In making such reductionSecurities, the Company shall reduce the number of shares to be included by include in such registration all such Holders on a pro rata basis (based upon the number of Registrable Securities otherwise unless the Company has received a written request for exclusion from the Buyer. The Company shall give prompt written notice (in any event no later than ten (10) Trading Days prior to the filing of such Piggyback Registration Statement) to the Buyer of its intention to effect such a registration. The Company shall notify the Buyer, promptly ​ ​ ​ after the Company receives notice thereof, of the time when such Piggyback Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Piggyback Registration Statement has been filed with the SEC. The Company shall further notify Buyer, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, of the happening of any event that would cause the prospectus included for each in such Holder). In no event shall a Holder be required to be named as an “underwriter” in a Piggyback Registration Statement without such Holder’s prior written consent; and (b) The to contain an untrue statement of a material fact or omit any fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and the Company shall prepare and file with a supplement or amendment to such prospectus so that, as thereafter delivered to the SEC one or more separate Registration Statements that meet the criteria set forth in the first sentence purchasers of this Section 5.2 with respect to any such Registrable Securities Securities, such prospectus shall not included contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein, in the Initial Registration Statement. The Company will then use its reasonable best efforts at the first opportunity that is permitted by the SEC, but in no event later than the later of (i) 60 days from the date substantially all light of the Registrable Securities registered circumstances under the Registration Statement have been sold by the Holders or (ii) six (6) months from the date the Initial Registration Statement was declared effectivewhich they were made, to register for resale the Registrable Securities that have been excluded from being registered (provided such Registration Statement meets the criteria set forth in the first sentence of this Section 5.2)not misleading. The Company shall use its reasonable best efforts to cause such that upon effectiveness of any such Registration Statement to be declared effective within 60 days following the filing thereof (and in any event no later than five business days following notification from the SEC that the Registration Statement will not be subject to review or that the SEC has no further comments to the Registration Statement) and to remain continuously effective for the Registration Period. In the event the SEC raises objections to any such subsequent Piggyback Registration Statement, the procedures set forth in this Section 5.2 Registrable Securities registered thereunder shall again be followedlisted on each securities exchange on which the Common Stock is then listed. The Company shall otherwise use its reasonable efforts to take all other steps necessary to effect the registration and sale of the Registrable Securities included on such Piggyback Registration Statement as contemplated hereby.

Additional Registration Statements. If for any reason Until the SEC does not permit all Registrable Securities to be included in the Initial Registration Statement (such that the Initial Registration Statement may be used for resales in a manner that does not constitute, in the SEC’s view, an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters”), then: (a) The Company shall promptly notify Holders and (i) first, exclude the shares held by any officer or director of the Company; (ii) second, exclude the Existing Shares Applicable Date (as defined hereinbelow) held by and at any Holder that time thereafter while any Registration Statement is not an affiliate of the Company, any managing member of Doral GP Ltd. effective or any of such managing member’s affiliates; and (iii) third, reduce the number of Registrable Securities to be included in such Registration Statement by the Holders until such time as the SEC shall so permit such Registration Statement to become effective and be used prospectus contained therein is not available for resales in a manner that does not constitute an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters.” In making such reductionuse, the Company shall reduce not file a registration statement under the number 1933 Act relating to securities that are not the Registrable Securities; provided, however, that the Company shall be permitted, at any time, to file and cause to become effective another registration statement for the registration of shares of Common Stock (and/or warrants to be included purchase Common Stock) that do not constitute Registrable Securities, or to include such securities in one or more Registration Statements, in connection with a Permitted Registration (as defined below). “Applicable Date” means the first date on which the resale by the Buyers of all such Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included is covered by one or more effective Registration Statements (as defined in the Registration Rights Agreement) (and each prospectus contained therein is available for each use on such Holderdate). In “Permitted Registration” shall mean the registration under the 1933 Act for resale, at any time, of shares of Common Stock and/or warrants to purchase Common Stock (but no event shall other securities) issued by the Company in a Holder be required to be named as an “underwriter” Permitted Private Placement (including, for the avoidance of doubt, the subsequent registration of any securities issued in the Permitted Private Placement that were removed from a Registration Statement without such Holder’s prior written consent; and due to the rules and regulations of the SEC). “Permitted Private Placement” shall mean the issuance by the Company of shares of Common Stock and/or warrants to purchase Common Stock (bbut no other securities) The Company shall prepare and file in one (but no more than one) transaction conducted pursuant to a valid exemption from registration under the 1933 Act, with the SEC one aggregate offering amount of such privately issued securities to be no greater than $20,000,000, which transaction may occur on or more separate Registration Statements that meet the criteria set forth in the first sentence of this Section 5.2 with respect to any such Registrable Securities not included in the Initial Registration Statement. The Company will then use its reasonable best efforts at the first opportunity that is permitted by the SEC, but in no event later than the later of (i) 60 days from about the date substantially all of on which the Registrable Securities registered under the Registration Statement have been sold by the Holders Form 20-F referenced in Section 5(c) is filed or (ii) six (6) months from the date the Initial Registration Statement was declared effective, to register for resale the Registrable Securities that have been excluded from being registered (provided such Registration Statement meets the criteria set forth in the first sentence of this Section 5.2). The Company shall use its reasonable best efforts to cause at any such Registration Statement to be declared effective within 60 days following the filing thereof (and in any event no later than five business days following notification from the SEC that the Registration Statement will not be subject to review time on or that the SEC has no further comments prior to the Registration Statement) and to remain continuously effective for the Registration Period. In the event the SEC raises objections to any such subsequent Registration Statement, the procedures set forth in this Section 5.2 shall again be followedSelf Filing Effective Date.

Additional Registration Statements. If for any reason reason, the SEC does not permit all Registrable Securities to be included in the Initial such Registration Statement (such that the Initial Registration Statement may be used for resales in a manner that does not constitute, in the SEC’s view, an offering by the Company and that permits the continuous resale at the market by the Holders Purchasers participating therein without being named therein as “underwriters”), then:; (a) The Company shall promptly notify Holders and (i) first, exclude the shares held by any officer or director of the Company; Company or any Affiliate of any such officer or director and (ii) second, exclude the Existing Shares (as defined herein) held by any Holder that is not an affiliate of the Company, any managing member of Doral GP Ltd. or any of such managing member’s affiliates; and (iii) third, reduce the number of Registrable Securities to be included in such Registration Statement by the Holders Purchaser and all Other Purchasers until such time as the SEC shall so permit such Registration Statement to become effective and be used for resales in a manner that does not constitute an offering by the Company and that permits the continuous resale at the market by the Holders Purchasers participating therein without being named therein as “underwriters.” In making such reduction, the Company shall reduce the number of shares to be included by all such Holders Purchasers on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such HolderPurchaser). In no event shall a Holder Purchaser be required to be named as an “underwriter” in a Registration Statement without such HolderPurchaser’s prior written consent; and (b) The Company shall prepare and file with the SEC one or more separate Registration Statements that meet the criteria set forth in the first sentence of this Section 5.2 7.2 with respect to any such Registrable Securities not included in the Initial previous Registration Statement. The Company will then use its reasonable best efforts at the first opportunity that is permitted by the SEC, but in no event later than the later of (i60) 60 days from the date substantially all of the Registrable Securities registered under the Registration Statement have been sold by the Holders Purchasers or (ii) six (6) months from the date the Initial initial Registration Statement referred to in Section 7.1 was declared effective, to register for resale the Registrable Securities that have been excluded from being registered (provided such Registration Statement meets the criteria set forth in the first sentence of this Section 5.27.2). The Company shall use its reasonable best efforts to cause any such Registration Statement to be declared effective within 60 90 days following the filing thereof or, in the event of a review of the registration statement by the SEC, within 120 days following the filing thereof, (and in any event no later than five business days following notification from the SEC that the Registration Statement will not be subject to review or that the SEC has no further comments to the Registration Statement) and to remain continuously effective for the Registration Period. In the event the SEC raises objections to any such subsequent Registration Statement, the procedures set forth in this Section 5.2 7.2 shall again be followed.

Additional Registration Statements. If for any reason Until the SEC does not permit all Registrable Securities to be included in the Initial Registration Statement (such that the Initial Registration Statement may be used for resales in a manner that does not constitute, in the SEC’s view, an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters”), then: (a) The Company shall promptly notify Holders and (i) first, exclude the shares held by any officer or director of the Company; (ii) second, exclude the Existing Shares Applicable Date (as defined hereinbelow) held by and at any Holder that time thereafter while any Registration Statement is not an affiliate of effective or the Company, any managing member of Doral GP Ltd. prospectus contained therein is not available for use or any of such managing member’s affiliates; and Current Public Information Failure (iiias defined in the Registration Rights Agreement) third, reduce the number of Registrable Securities to be included in such Registration Statement by the Holders until such time as the SEC shall so permit such Registration Statement to become effective and be used for resales in a manner that does not constitute an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters.” In making such reductionexists, the Company shall reduce not file a registration statement or an offering statement under the number of shares 1933 Act relating to be included by all such Holders on a pro rata basis (based upon securities that are not the number of Registrable Securities otherwise required (other than (x) the Common Stock issued (or issuable) pursuant to be included for each the PIPE Agreement and any Common Stock Equivalents issued thereunder (the “PIPE Securities”), (y) a registration statement on Form S-8 or (z) such Holder). In no event shall a Holder be required supplements or amendments to be named as an “underwriter” in a Registration Statement without such Holder’s prior written consent; and (b) The Company shall prepare registration statements that are outstanding and file with have been declared effective by the SEC one or more separate Registration Statements that meet as of the criteria set forth in date hereof (solely to the first sentence of this Section 5.2 extent necessary to keep such registration statements effective and available and not with respect to any such Registrable Securities not included in the Initial Registration StatementSubsequent Placement)). The Company will then use its reasonable best efforts at the first opportunity that is permitted by the SEC, but in no event later than the later of shall either (i) 60 days from register the resale of the PIPE Securities by the holders thereof on the same Registration Statement registering the resale of Registrable Securities by the Investors or (ii) concurrently file two (2) Registration Statements (one (1) with respect to the resale of the PIPE Securities by the holders thereof and one (1) with respect to the resale of Registrable Securities by the Investors) (the “Separate Registration Statements”); provided, that the Company shall not permit any such Separate Registration Statement to be accelerated and/or declared effective by the SEC unless both Separate Registration Statements are being accelerated and/or declared effective by the SEC at the same time. “Applicable Date” means the earlier of (x) the first date substantially on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all of the Registrable Securities registered under the Registration Statement have been sold are eligible to be resold by the Holders or Buyers pursuant to Rule 144 (ii) six (6) months from or, if a Current Public Information Failure has occurred and is continuing, such later date after which the date the Initial Registration Statement was declared effective, to register for resale the Registrable Securities that have been excluded from being registered (provided Company has cured such Registration Statement meets the criteria set forth in the first sentence of this Section 5.2Current Public Information Failure). The Company shall use its reasonable best efforts to cause any such Registration Statement to be declared effective within 60 days following the filing thereof (and in any event no later than five business days following notification from the SEC that the Registration Statement will not be subject to review or that the SEC has no further comments to the Registration Statement) and to remain continuously effective for the Registration Period. In the event the SEC raises objections to any such subsequent Registration Statement, the procedures set forth in this Section 5.2 shall again be followed.

Additional Registration Statements. If for at any reason time the SEC does not permit takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be included made on a delayed or continuous basis under the provisions of Rule 415 or requires any Purchaser in the Initial connection with a Registration Statement (such that filed under Section 2(a) or the Initial Affiliated Holder in connection with a Registration Statement may be used for resales in a manner that does not constitute, in the SEC’s view, an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters”), then: (afiled under Section 2(b) The Company shall promptly notify Holders and (i) first, exclude the shares held by any officer or director of the Company; (ii) second, exclude the Existing Shares (as defined herein) held by any Holder that is not an affiliate of the Company, any managing member of Doral GP Ltd. or any of such managing member’s affiliates; and (iii) third, reduce the number of Registrable Securities to be included in such Registration Statement by the Holders until such time as the SEC shall so permit such Registration Statement to become effective and be used for resales in a manner that does not constitute an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters.” In making such reduction, the Company shall reduce the number of shares to be included by all such Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such Holder). In no event shall a Holder be required to be named as an “underwriter,” the Company shall use its commercially reasonable efforts to persuade the SEC that the 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 Purchasers or the Affiliated Holder, as the case may be, is an “underwriter.” The Purchasers or the Affiliated Holder, as applicable, 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’ or Affiliated Holder’s counsel, as applicable, reasonably objects, which determination shall be made in the sole discretion of the Company and its counsel. 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 remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or 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; provided, however, that the Company shall not agree to name any Purchaser or the Affiliated Holder as an “underwriter” in a such Registration Statement without such Holder’s the prior written consent; and consent of such Purchaser or the Affiliated Holder (bcollectively, the “SEC Restrictions”). Any cut-back imposed on the Purchasers or the Affiliated Holder pursuant to this Section 2(d) The Company shall prepare and file with shall, unless the SEC one Restrictions otherwise require or more separate Registration Statements that meet provide and unless otherwise directed in writing by a Purchaser or the criteria set forth Affiliated Holder as to its Registrable Securities, will be applied as follows: (i) first, to Registrable Securities represented by the Shares held by the Affiliated Holder (applied, in the first sentence case that some of such shares of Common Stock may be registered, to the Affiliated Holder(s) on a pro rata basis based on the total number of unregistered Shares held by any Affiliated Holder); and second, to Registrable Securities represented by the Shares held by Purchasers (applied, in the case that some of such shares of Common Stock may be registered, to the Purchasers on a pro rata basis based on the total number of unregistered Shares held by any Purchaser). No liquidated damages shall accrue on or as to any Cut Back Shares until such time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all of the provisions of this Section 5.2 2 (including the liquidated damages provisions) shall again be applicable to the Cut Back Shares; provided, however, that for such purposes, the Filing Deadline with respect to any such Registrable Securities not included in Cut Back Shares shall be the Initial Registration Statement. The Company will then use its reasonable best efforts at the first opportunity that is permitted by the SEC, but in no event later than the later of (i) 60 days from the date substantially all of the Registrable Securities registered under the Registration Statement have been sold by the Holders or (ii) six (6) months from the date the Initial Registration Statement was declared effective, to register for resale the Registrable Securities that have been excluded from being registered (provided such Registration Statement meets the criteria set forth in the first sentence of this Section 5.2). The Company shall use its reasonable best efforts to cause any such Registration Statement to be declared effective within 60 days 45th day following the filing thereof (and in any event no later than five business days following notification from the SEC that the Registration Statement will not be subject to review or that the SEC has no further comments to the Registration Statement) and to remain continuously effective for the Registration Period. In the event the SEC raises objections to any such subsequent Registration Statement, the procedures set forth in this Section 5.2 shall again be followedRestriction Termination Date.

Additional Registration Statements. If Whenever the Company (or a Successor Entity) proposes to register the offer and sale of any shares of its common stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), or (ii) in connection with any dividend or distribution reinvestment or similar plan), which includes the registration of shares of Common Stock for any reason the SEC does not permit all Registrable Securities account of one or more stockholders of the Company and the form of registration statement (a “Piggyback Registration Statement”) to be included in the Initial Registration Statement (such that the Initial Registration Statement used may be used for resales in a manner that does not constitute, in the SEC’s view, an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters”), then: (a) The Company shall promptly notify Holders and (i) first, exclude the shares held by any officer or director of the Company; (ii) second, exclude the Existing Shares (as defined herein) held by any Holder that is not an affiliate of the Company, any managing member of Doral GP Ltd. or any of such managing member’s affiliates; and (iii) third, reduce the number registration of Registrable Securities to be included in such Registration Statement by the Holders until such time as the SEC shall so permit such Registration Statement to become effective and be used for resales in a manner that does not constitute an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters.” In making such reductionSecurities, the Company shall reduce the number of shares to be included by include in such registration all such Holders on a pro rata basis (based upon the number of Registrable Securities otherwise unless the Company has received a written request for exclusion from the Buyer. The Company shall give prompt written notice (in any event no later than ten (10) Trading Days prior to the filing of such Piggyback Registration Statement) to the Buyer of its intention to effect such a registration. The Company shall notify the Buyer, promptly after the Company receives notice thereof, of the time when such Piggyback Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Piggyback Registration Statement has been filed with the SEC. The Company shall further notify Buyer, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event that would cause the prospectus included for each in such Holder). In no event shall a Holder be required to be named as an “underwriter” in a Piggyback Registration Statement without such Holder’s prior written consent; and (b) The to contain an untrue statement of a material fact or omit any fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and the Company shall prepare and file with a supplement or amendment to such prospectus so that, as thereafter delivered to the SEC one or more separate Registration Statements that meet the criteria set forth in the first sentence purchasers of this Section 5.2 with respect to any such Registrable Securities Securities, such prospectus shall not included contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein, in the Initial Registration Statement. The Company will then use its reasonable best efforts at the first opportunity that is permitted by the SEC, but in no event later than the later of (i) 60 days from the date substantially all light of the Registrable Securities registered circumstances under the Registration Statement have been sold by the Holders or (ii) six (6) months from the date the Initial Registration Statement was declared effectivewhich they were made, to register for resale the Registrable Securities that have been excluded from being registered (provided such Registration Statement meets the criteria set forth in the first sentence of this Section 5.2)not misleading. The Company shall use its reasonable best efforts to cause such that upon effectiveness of any such Registration Statement to be declared effective within 60 days following the filing thereof (and in any event no later than five business days following notification from the SEC that the Registration Statement will not be subject to review or that the SEC has no further comments to the Registration Statement) and to remain continuously effective for the Registration Period. In the event the SEC raises objections to any such subsequent Piggyback Registration Statement, the procedures set forth in this Section 5.2 Registrable Securities registered thereunder shall again be followedlisted on each securities exchange on which the Common Stock is then listed. The Company shall otherwise use its reasonable efforts to take all other steps necessary to effect the registration and sale of the Registrable Securities included on such Piggyback Registration Statement as contemplated hereby.

Additional Registration Statements. If Whenever the Company (or a Successor Entity (as defined in the Warrants)) proposes to register the offer and sale of any shares of its common stock under the 1933 Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), or (ii) in connection with any dividend or distribution reinvestment or similar plan), which includes the registration of shares of Common Stock for any reason the SEC does not permit all Registrable Securities account of one or more stockholders of the Company and the form of registration statement (a “Piggyback Registration Statement”) to be included in the Initial Registration Statement (such that the Initial Registration Statement used may be used for resales in a manner that does not constitute, in the SEC’s view, an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters”), then: (a) The Company shall promptly notify Holders and (i) first, exclude the shares held by any officer or director of the Company; (ii) second, exclude the Existing Shares (as defined herein) held by any Holder that is not an affiliate of the Company, any managing member of Doral GP Ltd. or any of such managing member’s affiliates; and (iii) third, reduce the number registration of Registrable Securities to be included in such Registration Statement by the Holders until such time as the SEC shall so permit such Registration Statement to become effective and be used for resales in a manner that does not constitute an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters.” In making such reductionSecurities, the Company shall reduce the number of shares to be included by include in such registration all such Holders on a pro rata basis (based upon the number of Registrable Securities otherwise unless the Company has received a written request for exclusion from the Buyer. The Company shall give prompt written notice (in any event no later than ten (10) Trading Days prior to the filing of such Piggyback Registration Statement) to the Buyer of its intention to effect such a registration. The Company shall notify the Buyer, promptly after the Company receives notice thereof, of the time when such Piggyback Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Piggyback Registration Statement has been filed with the SEC. The Company shall further notify Buyer, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, of the happening of any event that would cause the prospectus included for each in such Holder). In no event shall a Holder be required to be named as an “underwriter” in a Piggyback Registration Statement without such Holder’s prior written consent; and (b) The to contain an untrue statement of a material fact or omit any fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and the Company shall prepare and file with a supplement or amendment to such prospectus so that, as thereafter delivered to the SEC one or more separate Registration Statements that meet the criteria set forth in the first sentence purchasers of this Section 5.2 with respect to any such Registrable Securities Securities, such prospectus shall not included contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein, in the Initial Registration Statement. The Company will then use its reasonable best efforts at the first opportunity that is permitted by the SEC, but in no event later than the later of (i) 60 days from the date substantially all light of the Registrable Securities registered circumstances under the Registration Statement have been sold by the Holders or (ii) six (6) months from the date the Initial Registration Statement was declared effectivewhich they were made, to register for resale the Registrable Securities that have been excluded from being registered (provided such Registration Statement meets the criteria set forth in the first sentence of this Section 5.2)not misleading. The Company shall use its reasonable best efforts to cause such that upon effectiveness of any such Registration Statement to be declared effective within 60 days following the filing thereof (and in any event no later than five business days following notification from the SEC that the Registration Statement will not be subject to review or that the SEC has no further comments to the Registration Statement) and to remain continuously effective for the Registration Period. In the event the SEC raises objections to any such subsequent Piggyback Registration Statement, the procedures set forth in this Section 5.2 Registrable Securities registered thereunder shall again be followedlisted on each securities exchange on which the Common Stock is then listed. The Company shall otherwise use its reasonable efforts to take all other steps necessary to effect the registration and sale of the Registrable Securities included on such Piggyback Registration Statement as contemplated hereby.

Additional Registration Statements. If Whenever the Company (or a Successor Entity (as defined in the Warrants)) proposes to register the offer and sale of any shares of its common stock under the 1933 Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), or (ii) in connection with any dividend or distribution reinvestment or similar plan), which includes the registration of shares of Common Stock for any reason the SEC does not permit all Registrable Securities account of one or more stockholders of the Company and the form of registration statement (a “Piggyback Registration Statement”) to be included in the Initial Registration Statement (such that the Initial Registration Statement ​ ​ ​ ​ ​ used may be used for resales in a manner that does not constitute, in the SEC’s view, an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters”), then: (a) The Company shall promptly notify Holders and (i) first, exclude the shares held by any officer or director of the Company; (ii) second, exclude the Existing Shares (as defined herein) held by any Holder that is not an affiliate of the Company, any managing member of Doral GP Ltd. or any of such managing member’s affiliates; and (iii) third, reduce the number registration of Registrable Securities to be included in such Registration Statement by the Holders until such time as the SEC shall so permit such Registration Statement to become effective and be used for resales in a manner that does not constitute an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters.” In making such reductionSecurities, the Company shall reduce the number of shares to be included by include in such registration all such Holders on a pro rata basis (based upon the number of Registrable Securities otherwise unless the Company has received a written request for exclusion from the Buyer. The Company shall give prompt written notice (in any event no later than ten (10) Trading Days prior to the filing of such Piggyback Registration Statement) to the Buyer of its intention to effect such a registration. The Company shall notify the Buyer, promptly after the Company receives notice thereof, of the time when such Piggyback Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Piggyback Registration Statement has been filed with the SEC. The Company shall further notify Buyer, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, of the happening of any event that would cause the prospectus included for each in such Holder). In no event shall a Holder be required to be named as an “underwriter” in a Piggyback Registration Statement without such Holder’s prior written consent; and (b) The to contain an untrue statement of a material fact or omit any fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and the Company shall prepare and file with a supplement or amendment to such prospectus so that, as thereafter delivered to the SEC one or more separate Registration Statements that meet the criteria set forth in the first sentence purchasers of this Section 5.2 with respect to any such Registrable Securities Securities, such prospectus shall not included contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein, in the Initial Registration Statement. The Company will then use its reasonable best efforts at the first opportunity that is permitted by the SEC, but in no event later than the later of (i) 60 days from the date substantially all light of the Registrable Securities registered circumstances under the Registration Statement have been sold by the Holders or (ii) six (6) months from the date the Initial Registration Statement was declared effectivewhich they were made, to register for resale the Registrable Securities that have been excluded from being registered (provided such Registration Statement meets the criteria set forth in the first sentence of this Section 5.2)not misleading. The Company shall use its reasonable best efforts to cause such that upon effectiveness of any such Registration Statement to be declared effective within 60 days following the filing thereof (and in any event no later than five business days following notification from the SEC that the Registration Statement will not be subject to review or that the SEC has no further comments to the Registration Statement) and to remain continuously effective for the Registration Period. In the event the SEC raises objections to any such subsequent Piggyback Registration Statement, the procedures set forth in this Section 5.2 Registrable Securities registered thereunder shall again be followed.listed on each securities exchange on which the Common Stock is then listed. The Company shall otherwise use its reasonable efforts to take all other steps necessary to effect the registration and sale of the Registrable Securities included on such Piggyback Registration Statement as contemplated hereby. ​

Additional Registration Statements. If for any reason Notwithstanding anything to the SEC does not permit all Registrable Securities to be included contrary contained in this Agreement, in the Initial event the staff of the Commission (the “Staff”) or the Commission 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 Initial Staff or the Commission do not permit such Registration Statement may be to become effective and used for resales in a manner that does not constitute, in the SEC’s view, constitute such an offering by the Company and that permits the continuous resale at the market by the Holders participating therein (or as otherwise may be acceptable to the Administrative Agent) without being named therein as an “underwriters”), then: (a) The underwriter,” then the Company shall promptly notify Holders and (i) first, exclude the shares held by any officer or director of the Company; (ii) second, exclude the Existing Shares (as defined herein) held by any Holder that is not an affiliate of the Company, any managing member of Doral GP Ltd. or any of such managing member’s affiliates; and (iii) third, reduce the number of Registrable Securities shares to be included in such Shelf Registration Statement by the all Holders until such time as the SEC Staff and the Commission shall so permit such Shelf Registration Statement to become effective and be used for resales in a manner that does not constitute an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters.” aforesaid. In making such reduction, the Company shall reduce the number of shares to be included by all such Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Holders) unless the inclusion of shares by a particular Holder or a particular set of Holders are resulting in the Staff or the Commission’s “by or on behalf of the Company” offering position, in which event the shares held by such HolderHolder or set of Holders shall be the only shares subject to reduction (and if by a set of Holders on 6 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 no addition, in the event shall that the Staff or the Commission requires any Holder seeking to sell securities under a Holder be required Shelf Registration Statement filed pursuant to this Agreement to be named specifically identified as an “underwriter” in a order to permit such Shelf Registration Statement without to become effective, and such Holder does not consent to being so named as an underwriter in such 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’s prior , until such time as the Staff or the Commission does not require such identification or until such Holder accepts such identification and the manner thereof. In the event of any reduction in Registrable Securities pursuant to this Section, an affected Holder shall have the right to require, upon delivery of a written consent; and request to the Company signed by such Holder, the Company to file a Shelf Registration Statement within twenty (b20) The days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the Commission) for resale by such Holder in a manner acceptable to such Holder, and the Company shall prepare following such request cause to be and file with the SEC one or more separate Registration Statements that meet the criteria set forth keep effective such registration statement in the first sentence of same manner as otherwise contemplated in this Section 5.2 with respect to any Agreement for registration statements hereunder, in each case until such Registrable Securities not included in the Initial Registration Statement. The Company will then use its reasonable best efforts at the first opportunity that is permitted by the SEC, but in no event later than the later of time as: (i) 60 days from the date substantially all of the Registrable Securities the resale of which has been registered under the such additional Shelf Registration Statement have been sold by the Holders cease to be Securities or (ii) six (6) months from the date the Initial such Holder agrees to be named as an underwriter in any such Shelf Registration Statement was declared effective, in a manner acceptable to register for resale the such Holder as to all Registrable Securities held by such Holder and that have not theretofore been excluded from being registered (provided such included in a Shelf Registration Statement meets the criteria set forth in the first sentence of under this Section 5.2). The Company shall use its reasonable best efforts to cause any such Registration Statement to be declared effective within 60 days following the filing thereof Agreement (and in any event no later than five business days following notification from the SEC it being understood that the Registration Statement will not special demand right under this sentence may be subject exercised by a Holder multiple times and with respect to review or that limited amounts of Registrable Securities in order to permit the SEC has no further comments to the Registration Statement) and to remain continuously effective for the Registration Period. In the event the SEC raises objections to any resale thereof by such subsequent Registration Statement, the procedures set forth in this Section 5.2 shall again be followed▇▇▇▇▇▇ as contemplated above).

Additional Registration Statements. If for at any reason time the SEC does not permit takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be included made on a delayed or continuous basis under the provisions of Rule 415 or requires any Purchaser in the Initial connection with a Registration Statement (such that the Initial Registration Statement may be used for resales in a manner that does not constitute, in the SEC’s view, an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters”), then: (afiled under Section 2(a) The Company shall promptly notify Holders and (i) first, exclude the shares held by any officer or director of the Company; (ii) second, exclude the Existing Shares (as defined herein) held by any Holder that is not an affiliate of the Company, any managing member of Doral GP Ltd. or any of such managing member’s affiliates; and (iii) third, reduce the number of Registrable Securities to be included in such Registration Statement by the Holders until such time as the SEC shall so permit such Registration Statement to become effective and be used for resales in a manner that does not constitute an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters.” In making such reduction, the Company shall reduce the number of shares to be included by all such Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such Holder). In no event shall a Holder be required to be named as an “underwriter,” in a the Company shall use its commercially reasonable efforts to persuade the SEC that the offering contemplated by the Registration Statement without is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that such Holder’s prior written consent; and (b) Purchaser is not an “underwriter.” The Company Purchasers shall prepare and file have the right to participate or have their counsel participate in any meetings or discussions with the SEC one regarding the SEC’s position and to comment or more separate Registration Statements that meet have their counsel comment on any written submission made to the criteria set forth SEC with respect thereto. No such written submission shall be made to the SEC to which the Purchasers’ counsel reasonably objects, which determination shall be made in the first sentence sole discretion of the Company and its counsel. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 5.2 with respect 2(c), the SEC refuses to any such Registrable Securities not included in alter its position, the Initial Registration Statement. The Company will then use its reasonable best efforts at the first opportunity that is permitted by the SEC, but in no event later than the later of (i) 60 days shall remove from the date substantially all Registration Statement such portion of the Registrable Securities registered under (the “Cut Back Shares”) and/or 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; provided, however, that the Company shall not agree to name any Purchaser as an “underwriter” in such Registration Statement without the prior written consent of such Purchaser (collectively, the “SEC Restrictions”). Any cut-back imposed on the Purchasers pursuant to this Section 2(c) shall be allocated among the Purchasers on a pro rata basis and shall be applied first to any of the Registrable Securities of such Purchaser as such Purchaser shall designate, unless the SEC Restrictions otherwise require or provide or the Purchasers 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). 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 have been sold by the Holders or including such Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) six (6) months from the date by which the Initial Registration Statement was declared effective, Company is required to register for resale obtain effectiveness with respect to such Cut Back Shares under Section 2(d) shall be the Registrable Securities that have been excluded from being registered (provided such Registration Statement meets 120th day immediately after the criteria set forth in the first sentence of this Section 5.2). The Company shall use its reasonable best efforts to cause any such Registration Statement to be declared effective within 60 days following the filing thereof (and in any event no later than five business days following notification from the SEC that the Registration Statement will not be subject to review or that the SEC has no further comments to the Registration Statement) and to remain continuously effective for the Registration Period. In the event the SEC raises objections to any such subsequent Registration Statement, the procedures set forth in this Section 5.2 shall again be followedRestriction Termination Date.

Additional Registration Statements. If for at any reason time the SEC does not permit takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be included made on a delayed or continuous basis under the provisions of Rule 415 or requires any Affiliated Holder in the Initial connection with a Registration Statement (such that the Initial Registration Statement may be used for resales in a manner that does not constitute, in the SEC’s view, an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters”), then: (afiled under Section 2(a) The Company shall promptly notify Holders and (i) first, exclude the shares held by any officer or director of the Company; (ii) second, exclude the Existing Shares (as defined herein) held by any Holder that is not an affiliate of the Company, any managing member of Doral GP Ltd. or any of such managing member’s affiliates; and (iii) third, reduce the number of Registrable Securities to be included in such Registration Statement by the Holders until such time as the SEC shall so permit such Registration Statement to become effective and be used for resales in a manner that does not constitute an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters.” In making such reduction, the Company shall reduce the number of shares to be included by all such Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such Holder). In no event shall a Holder be required to be named as an “underwriter,” in a the Company shall use its commercially reasonable efforts to persuade the SEC that the offering contemplated by the Registration Statement without is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that such Holder’s prior written consent; and (b) The Company Affiliated Holder is not an “underwriter.” Such Affiliated Holder shall prepare and file have the right to participate or have their counsel participate in any meetings or discussions with the SEC one regarding the SEC’s position and to comment or more separate Registration Statements that meet have their counsel comment on any written submission made to the criteria set forth SEC with respect thereto. No such written submission shall be made to the SEC to which such Affiliated Holder’s counsel reasonably objects, which determination shall be made in the first sentence sole discretion of the Company and its counsel. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 5.2 with respect 2(c), the SEC refuses to any such Registrable Securities not included in alter its position, the Initial Registration Statement. The Company will then use its reasonable best efforts at the first opportunity that is permitted by the SEC, but in no event later than the later of (i) 60 days shall remove from the date substantially all Registration Statement such portion of the Registrable Securities registered under and/or agree to such restrictions and limitations on the Registration Statement have been sold by the Holders or (ii) six (6) months from the date the Initial Registration Statement was declared effective, to register for registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415; provided, however, that have been excluded from being registered (provided the Company shall not agree to name any Affiliated Holder as an “underwriter” in such Registration Statement meets without the criteria set forth in prior written consent of such Affiliated Holder (collectively, the first sentence of “SEC Restrictions”). Any cut-back imposed on the Affiliated Holders pursuant to this Section 5.2). The Company shall use its reasonable best efforts to cause any such Registration Statement to be declared effective within 60 days following the filing thereof (and in any event no later than five business days following notification from 2(c) shall, unless the SEC that the Registration Statement Restrictions otherwise require or provide and unless otherwise directed in writing by an Affiliated Holder as to its Registrable Securities, will not be subject to review or that the SEC has no further comments applied to the Registration Statement) and to remain continuously effective for Registrable Securities held by the Registration Period. In Affiliated Holders requesting registration on a pro rata basis based on the event the SEC raises objections to any total number of unregistered Shares held by such subsequent Registration Statement, the procedures set forth in this Section 5.2 shall again be followedAffiliated Holders.

Additional Registration Statements. If for any reason In the SEC does not permit event the Commission informs the Company that all of the Registrable Securities to cannot, as a result of the application of Rule 415, be included in the Initial Registration Statement (such that the Initial Registration Statement may be used registered for resales in resale as a manner that does not constitutesecondary offering on a single registration statement, in the SEC’s view, an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters”), then: (a) The Company shall agrees to promptly notify Holders and (i) firstinform each Holder thereof, exclude the shares held by any officer or director of the Company; (ii) second, exclude the Existing Shares (as defined herein) held by any Holder that is not an affiliate of the Company, any managing member of Doral GP Ltd. or any of such managing member’s affiliates; and (iii) third, reduce the number of Registrable Securities to be included in such Registration Statement by the Holders until such time as the SEC shall so permit such Registration Statement to become effective and be used for resales in a manner that does not constitute an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters.” In making such reduction, the Company shall reduce the number of shares to be included by all such Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such Holder). In no event shall a Holder be required to be named as an “underwriter” in a Registration Statement without such Holder’s prior written consent; and (b) The Company shall prepare and file with the SEC one or more separate Registration Statements that meet the criteria set forth in the first sentence of this Section 5.2 with respect to any such Registrable Securities not included in the Initial Registration Statement. The Company will then use its reasonable best efforts at the first opportunity that is permitted by the SEC, but in no event later than the later of (i) 60 days from the date substantially all of the Registrable Securities registered under the Registration Statement have been sold by the Holders or (ii) six (6) months from the date to file amendments to the Initial Registration Statement was declared effectiveas required by the Commission and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or, if the Company is ineligible to register for resale the Registrable Securities on Form S-3, such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that have been excluded from being registered (provided prior to filing such amendment or New Registration Statement meets Statement, the criteria set forth in the first sentence of this Section 5.2). The Company shall be obligated to use its reasonable best efforts to cause advocate with the Commission for the registration of all of the Registrable Securities. The Holders shall have the right to select one legal counsel to review and oversee any such Registration Statement registration or matters pursuant to be declared effective within 60 days following the filing thereof (and this Article VI, including participation in any event no later than five business days following notification from meetings or discussions with the SEC that Commission regarding the Registration Statement will not be subject Commission’s position and to review or that the SEC has no further comments comment on any written submission made to the Registration Statement) and to remain continuously effective for Commission with respect thereto, which counsel shall be designated by the Registration Periodholders of a majority of the Registrable Securities. In the event the SEC raises objections to any such subsequent Company amends the Initial Registration Statement or files a New Registration Statement, as the procedures set forth in this Section 5.2 shall again be followedcase may be, under clauses (ii) or (iii) above, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by the Commission, one or more registration statements on Form S-3 or, if the Company is ineligible to register for resale the Registrable Securities on Form S-3, such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Additional Registration Statements. If for From the date hereof until the date that is sixty-one (61) Business Days following the Effective Date, the Company will not, directly or indirectly, file any reason registration statement with the SEC does other than the Registration Statement. The foregoing restriction shall not permit all Registrable Securities apply to be included in the Initial Registration Statement (such that the Initial Registration Statement may be used for resales in a manner that does not constituteregistration statements on Form S-8, in the SEC’s view, an offering or to any registration statement pertaining to any securities covered by the 2006-B Common Stock Purchase Agreement between ▇▇▇▇▇ ▇▇▇▇▇ and the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as dated September 25, 2006 (an “underwritersIlles Registration Statement”), then: or any amendment (aor post effective amendment) The Company shall promptly notify Holders and (i) first, exclude the shares held by any officer or director to a registration statement of the Company; Company already on file with the SEC on the Closing Date (iian “Existing Registration Statement”) second(or supplement the prospectus contained therein) provided that neither the amendment or prospectus increases the aggregate number of shares of Common Stock registered pursuant to such Existing Registration Statement. If anytime after the Filing Deadline, exclude but prior to the date that the Registration Statement is declared effective, the Company proposes to register any of its Common Stock in connection with an Illes Registration Statement or an Existing Shares Registration Statement, the Company shall, at such time, promptly give each Buyer written notice of such registration (as defined hereina “Piggyback Registration Statement”). Upon the written request of any Buyer given by fax within three (3) held Business Days after receipt of such notice by any Holder that is not an affiliate of the Company, any managing member of Doral GP Ltd. or any of such managing member’s affiliates; and (iii) third, reduce the number of Registrable Securities Company shall cause to be included in such Registration Statement by the Holders until such time as the SEC shall so permit such Registration Statement to become effective and be used for resales in a manner that does not constitute an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters.” In making such reduction, the Company shall reduce the number of shares to be included by all such Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such Holder). In no event shall a Holder be required to be named as an “underwriter” in a Registration Statement without such Holder’s prior written consent; and (b) The Company shall prepare and file with the SEC one or more separate Registration Statements that meet the criteria set forth in the first sentence of this Section 5.2 with respect to any such Registrable Securities not included in the Initial Registration Statement. The Company will then use its reasonable best efforts at the first opportunity that is permitted by the SEC, but in no event later than the later of (i) 60 days from the date substantially registration statement all of the Registrable Securities that each such Holder has requested to be registered under (“Piggyback Registration”) to the extent such inclusion does not violate the registration rights of any other security holder of the Company; provided, however, that nothing herein shall prevent the Company from withdrawing or abandoning such registration statement prior to its effectiveness. Notwithstanding the above, the Holders shall not be entitled to be included in any Piggyback Registration Statement that is filed after the Company has filed the Registration Statement have been sold by the Holders or (ii) six (6) months from the date the Initial Registration Statement was declared effectiveStatement, to register for resale the Registrable Securities that have been excluded from being registered (provided so long as such Registration Statement meets remains under review by the criteria set forth in SEC and the first sentence of this Section 5.2). The Company shall continues to use its all reasonable best efforts to cause promptly respond to any such Registration Statement to be declared effective within 60 days following the filing thereof (and in any event no later than five business days following notification comments from the SEC that the Registration Statement will not be subject to review or that the SEC has no further comments to the Registration Statement) and to remain continuously effective for the Registration Period. In the event the SEC raises objections to any such subsequent Registration Statement, the procedures set forth in this Section 5.2 shall again be followedSEC.

Additional Registration Statements. If for at any reason time the SEC does not permit takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be included made on a delayed or continuous basis under the provisions of Rule 415 or requires any Purchaser in the Initial connection with a Registration Statement (such that filed under Section 2(a) or the Initial Affiliated Holder in connection with a Registration Statement may be used for resales in a manner that does not constitute, in the SEC’s view, an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters”), then: (afiled under Section 2(b) The Company shall promptly notify Holders and (i) first, exclude the shares held by any officer or director of the Company; (ii) second, exclude the Existing Shares (as defined herein) held by any Holder that is not an affiliate of the Company, any managing member of Doral GP Ltd. or any of such managing member’s affiliates; and (iii) third, reduce the number of Registrable Securities to be included in such Registration Statement by the Holders until such time as the SEC shall so permit such Registration Statement to become effective and be used for resales in a manner that does not constitute an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters.” In making such reduction, the Company shall reduce the number of shares to be included by all such Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such Holder). In no event shall a Holder be required to be named as an “underwriter”, the Company shall use its commercially reasonable efforts to persuade the SEC that the 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 Purchasers or the Affiliated Holder, as the case may be, is an “underwriter”. The Purchasers or the Affiliated Holder, as applicable, 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’ or Affiliated Holder’s counsel, as applicable, reasonably objects, which determination shall be made in the sole discretion of the Company and its counsel. 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 remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or 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; provided, however, that the Company shall not agree to name any Purchaser or the Affiliated Holder as an “underwriter” in a such Registration Statement without such Holder’s the prior written consent; and consent of such Purchaser or the Affiliated Holder (bcollectively, the “SEC Restrictions”). Any cut-back imposed on the Purchasers or the Affiliated Holder pursuant to this Section 2(d) The Company shall prepare and file with shall, unless the SEC one Restrictions otherwise require or more separate Registration Statements that meet provide and unless otherwise directed in writing by a Purchaser or the criteria set forth Affiliated Holder as to its Registrable Securities, will be applied as follows: (i) first to Registrable Securities represented by the Shares, other than Warrant Shares, held by the Affiliated Holder (applied, in the first sentence case that some of such shares of Common Stock may be registered, to the Affiliated Holder(s) on a pro rata basis based on the total number of unregistered Shares, other than Warrant Shares, held by any Affiliated Holder)1; second to the Warrant Shares held by the Affiliated Holder (applied, in the case that some Warrant Shares may be registered, to the Affiliated Holder(s) on a pro rata basis based on the total number of unregistered Warrant Shares held by any Affiliated Holder)2; third to Registrable Securities represented by the Shares, other than Warrant Shares, held by Purchasers (applied, in the case that some of such shares of Common Stock may be registered, to the Purchasers on a pro rata basis based on the total number of unregistered Shares, other than Warrant Shares, held by any Purchaser); and fourth to the Warrant Shares held by Purchasers (applied, in the case that some Warrant Shares may be registered, to the Purchasers on a pro rata basis based on the total number of unregistered Warrant Shares held by any Purchaser). No liquidated damages shall accrue on or as to any Cut Back Shares until such time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all of the provisions of this Section 5.2 2 (including the liquidated damages provisions) shall again be applicable to the Cut Back Shares; provided, however, that for such purposes, the Filing Deadline with respect to any such Registrable Securities not included in Cut Back Shares shall be the Initial Registration Statement. The Company will then use its reasonable best efforts at the first opportunity that is permitted by the SEC, but in no event later than the later of (i) 60 days from the date substantially all of the Registrable Securities registered under the Registration Statement have been sold by the Holders or (ii) six (6) months from the date the Initial Registration Statement was declared effective, to register for resale the Registrable Securities that have been excluded from being registered (provided such Registration Statement meets the criteria set forth in the first sentence of this Section 5.2). The Company shall use its reasonable best efforts to cause any such Registration Statement to be declared effective within 60 days 45th day following the filing thereof (and in any event no later than five business days following notification from the SEC that the Registration Statement will not be subject to review or that the SEC has no further comments to the Registration Statement) and to remain continuously effective for the Registration Period. In the event the SEC raises objections to any such subsequent Registration Statement, the procedures set forth in this Section 5.2 shall again be followedRestriction Termination Date.

Additional Registration Statements. If for any reason Notwithstanding anything to the SEC does not permit all Registrable Securities to be included contrary contained in this Agreement, in the Initial event the staff of the Commission (the “Staff”) or the Commission 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 Initial Staff or the Commission do not permit such Registration Statement may be to become effective and used for resales in a manner that does not constitute, in the SEC’s view, constitute such an offering by the Company and that permits the continuous resale at the market by the Holders participating therein (or as otherwise may be acceptable to Annji) without being named therein as an “underwriters”), then: (a) The underwriter,” then the Company shall promptly notify Holders and (i) first, exclude the shares held by any officer or director of the Company; (ii) second, exclude the Existing Shares (as defined herein) held by any Holder that is not an affiliate of the Company, any managing member of Doral GP Ltd. or any of such managing member’s affiliates; and (iii) third, reduce the number of Registrable Securities shares to be included in such Shelf Registration Statement by the all Holders until such time as the SEC Staff and the Commission shall so permit such Shelf Registration Statement to become effective and be used for resales in a manner that does not constitute an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters.” aforesaid. In making such reduction, the Company shall reduce the number of shares to be included by all such Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Holders) 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 HolderHolder 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 no addition, in the event shall that the Staff or the Commission requires any Holder seeking to sell securities under a Holder be required Shelf Registration Statement filed pursuant to this Agreement to be named specifically identified as an “underwriter” in a order to permit such Shelf Registration Statement without to become effective, and such Holder does not consent to being so named as an underwriter in such 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’s prior , until such time as the Staff or the Commission does not require such identification or until such Holder accepts such identification and the manner thereof. In the event of any reduction in Registrable Securities pursuant to this Section, an affected Holder shall have the right to require, upon delivery of a written consent; and request to the Company signed by such Holder, the Company to file a Shelf Registration Statement within twenty (b20) The days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the Commission) for resale by such Holder in a manner acceptable to such Holder, and the Company shall prepare following such request cause to be and file with the SEC one or more separate Registration Statements that meet the criteria set forth keep effective such registration statement in the first sentence of same manner as otherwise contemplated in this Section 5.2 with respect to any Agreement for registration statements hereunder, in each case until such Registrable Securities not included in the Initial Registration Statement. The Company will then use its reasonable best efforts at the first opportunity that is permitted by the SEC, but in no event later than the later of time as: (i) 60 days from the date substantially all of the Registrable Securities Shares the resale of which has been registered under the such additional Shelf Registration Statement have been sold by the Holders cease to be Registrable Shares or (ii) six (6) months from the date the Initial such Holder agrees to be named as an underwriter in any such Shelf Registration Statement was declared effective, in a manner acceptable to register for resale the such Holder as to all Registrable Securities held by such Holder and that have not theretofore been excluded from being registered (provided such included in a Shelf Registration Statement meets the criteria set forth in the first sentence of under this Section 5.2). The Company shall use its reasonable best efforts to cause any such Registration Statement to be declared effective within 60 days following the filing thereof Agreement (and in any event no later than five business days following notification from the SEC it being understood that the Registration Statement will not special demand right under this sentence may be subject exercised by a Holder multiple times and with respect to review or that limited amounts of Registrable Securities in order to permit the SEC has no further comments to the Registration Statement) and to remain continuously effective for the Registration Period. In the event the SEC raises objections to any resale thereof by such subsequent Registration Statement, the procedures set forth in this Section 5.2 shall again be followedHolder as contemplated above).

Additional Registration Statements. If for any reason reason, the SEC does not permit all Registrable Securities to be included in the Initial Registration Statement (such that the Initial Registration Statement may be used for resales in a manner that does not constitute, in the SEC’s view, an offering by the Company and that permits the continuous resale at the market by the Holders Purchasers participating therein without being named therein as “"underwriters”"), then: (a) The Company shall promptly notify Holders and (i) first, exclude the shares held by any officer or director of the Company; Company or any Affiliate of any such officer or director and (ii) second, exclude the Existing Shares (as defined herein) held by any Holder that is not an affiliate of the Company, any managing member of Doral GP Ltd. or any of such managing member’s affiliates; and (iii) third, reduce the number of Registrable Securities to be included in such Registration Statement by the Holders Purchaser and all Other Purchasers until such time as the SEC shall so permit such Registration Statement to become effective and be used for resales in a manner that does not constitute an offering by the Company and that permits the continuous resale at the market by the Holders Purchasers participating therein without being named therein as “"underwriters.” " In making such reduction, the Company shall reduce the number of shares to be included by all such Holders Purchasers on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such HolderPurchaser). In no event shall a Holder Purchaser be required to be named as an “"underwriter” " in a Registration Statement without such HolderPurchaser’s prior written consent; and (b) The Company shall prepare and file with the SEC one or more separate Registration Statements that meet the criteria set forth in the first sentence of this Section 5.2 7.2 with respect to any such Registrable Securities not included in the Initial previous Registration Statement. The Company will then use its reasonable best efforts at the first opportunity that is permitted by the SEC, but in no event later than the later of (i) 60 days from the date substantially all of the Registrable Securities registered under the Registration Statement have been sold by the Holders Purchasers or (ii) six (6) months from the date the Initial initial Registration Statement referred to in Section 7.1 was declared effective, to register for resale the Registrable Securities that have been excluded from being registered (provided such Registration Statement meets the criteria set forth in the first sentence of this Section 5.27.2). The Company shall use its reasonable best efforts to cause any such Registration Statement to be declared effective within 60 90 days following the filing thereof or, in the event of a review of the registration statement by the SEC, within 120 days following the filing thereof (and in any event no later than five business days following notification from the SEC that the Registration Statement will not be subject to review or that the SEC has no further comments to the Registration Statement) and to remain continuously effective for the Registration Period. In the event the SEC raises objections to any such subsequent Registration Statement, the procedures set forth in this Section 5.2 7.2 shall again be followed.

Additional Registration Statements. If for any reason the SEC does not permit all Registrable Securities to be included in the Initial Registration Statement (such that the Initial Registration Statement may be used for resales in a manner that does not constitute, in the SEC’s view, an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein Except as “underwriters”set forth on Schedule 4(k), then: (a) The Company shall promptly notify Holders and (i) first, exclude until the shares held by any officer or director of the Company; (ii) second, exclude the Existing Shares Applicable Date (as defined hereinbelow) held by and at any Holder that time thereafter while any Registration Statement is not an affiliate of effective or the Company, any managing member of Doral GP Ltd. prospectus contained therein is not available for use or any of such managing member’s affiliates; and Current Public Information Failure (iiias defined in the Registration Rights Agreement) third, reduce the number of Registrable Securities to be included in such Registration Statement by the Holders until such time as the SEC shall so permit such Registration Statement to become effective and be used for resales in a manner that does not constitute an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters.” In making such reductionexists, the Company shall reduce not file a registration statement or an offering statement under the number of shares 1933 Act relating to be included by all such Holders on a pro rata basis (based upon securities that are not the number of Registrable Securities otherwise required (other than a registration statement on Form S-8 or such supplements or amendments to be included for each such Holder). In no event shall a Holder be required to be named as an “underwriter” in a Registration Statement without such Holder’s prior written consent; and (b) The Company shall prepare registration statements that are outstanding and file with have been declared effective by the SEC one or more separate Registration Statements that meet as of the criteria set forth in date hereof (solely to the first sentence of this Section 5.2 extent necessary to keep such registration statements effective and available and not with respect to any such Subsequent Placement)). “Applicable Date” means the earlier of (x) the first date on which the resale by the Buyers of all the Registrable Securities not included required to be filed on the initial Registration Statement (as defined in the Initial Registration Statement. The Company will then Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use its reasonable best efforts at on such date) or (y) the first opportunity that is permitted by the SEC, but in no event later than the later of (i) 60 days from the date substantially on which all of the Registrable Securities registered are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which the Company has cured such Current Public Information Failure). “Subsequent Placement” means the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal by the Company of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the Registration Statement have been sold by the Holders 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights) (ii) six (6) months from the date the Initial Registration Statement was declared effective, to register for resale the Registrable Securities that have been excluded from being registered (provided such Registration Statement meets the criteria set forth in the first sentence of this Section 5.2). The Company shall use its reasonable best efforts to cause any such Registration Statement to be declared effective within 60 days following the filing thereof (and in any event no later than five business days following notification from the SEC that the Registration Statement will not be subject to review issuance, offer, sale, grant, disposition or that the SEC has no further comments to the Registration Statement) and to remain continuously effective for the Registration Period. In the event the SEC raises objections to any such subsequent Registration Statement, the procedures set forth in this Section 5.2 shall again be followedannouncement.