Common use of Additional Registration Statements Clause in Contracts

Additional Registration Statements. In the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each Holder thereof, (ii) use its reasonable best efforts to file amendments to the Initial Registration Statement as 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 prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its reasonable best efforts to 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 registration or matters pursuant to this Article II, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment on any written submission made to the Commission with respect thereto, which counsel shall be designated by the holders of a majority of the Registrable Securities. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case 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. In the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each Holder thereof, (ii) use its reasonable best efforts to file amendments to the Initial Registration Statement as 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 prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its reasonable best efforts to 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 registration or matters pursuant to this Article II, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment on any written submission made to the Commission with respect thereto, which counsel shall be designated by the holders of a majority of the Registrable Securities. In the event the Company amends the an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (iiA) or (iiiB) aboveof Section 2(a)(i), the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the CommissionCompany or to registrants of securities in general, one or more registration statements on Form S-3 or, if such form available to 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 such Initial Registration Statement, as amended, or the 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) the “Plan of Distribution” section substantially in the form attached hereto as Annex A; provided that the information to be included in the Selling Stockholders section which relates to a Holder shall be subject to the approval of such Holder, and the Company shall make any changes to such section and the Plan of Distribution section that are reasonably requested by such Holder.

Additional Registration Statements. In Except as set forth on Schedule 4(j), until the event Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the Commission informs prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) exists, the Company shall not file a registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement on Form S-8 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement)). “Applicable Date” means the earlier of (x) the first date 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 cannot, as a result of the application of Rule 415, are eligible to be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each Holder thereof, (ii) use its reasonable best efforts to file amendments to the Initial Registration Statement as required resold by the Commission and/or Buyers pursuant to Rule 144 (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 a Current Public Information Failure has occurred and is continuing, such later date after which the Company is ineligible has cured such Current Public Information Failure). “Subsequent Placement” means the issuance, offer, sale, granting of any option or right to register for resale the Registrable Securities on Form S-3purchase, such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, otherwise disposal by the Company shall be obligated to use its reasonable best efforts to advocate with the Commission for the registration of all (or announcement of the Registrable Securities. The Holders shall have the any issuance, offer, sale, grant of any option or right to select one legal counsel to review and oversee purchase or other disposition of) any registration equity security or matters pursuant to this Article IIany equity-linked or related security (including, including participation in without limitation, any meetings “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or discussions with the Commission regarding the Commission’s position and to comment on any written submission made to the Commission with respect theretopurchase rights (any such issuance, which counsel shall be designated by the holders of a majority of the Registrable Securities. In the event the Company amends the Initial Registration Statement offer, sale, grant, disposition or files a New Registration Statement, as the case 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”announcement).

Additional Registration Statements. In If for any reason (i) the event the Commission informs the Company that SEC does not permit all of the Registrable Securities cannotShares and Warrant Shares to be included in the Registration Statement filed pursuant to Section 4.1(a), as or (ii) any outstanding Shares and Warrant Shares (without regard to any exercise caps contained in the Warrants) are not then covered by an effective Registration Statement, then in each such case the Company shall prepare and file within 30 days of realizing such obligation, an additional Registration Statement covering the 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 result of the application of continuous basis pursuant to Rule 415, on Form S-3 (or other appropriate form for such purpose). The Company shall cause each such Registration Statement to be registered for resale declared effective under the Act as a secondary offering on a single registration statementsoon as possible but, the Company agrees in any event, within 120 days of realizing its obligation to promptly (i) inform each Holder thereoffile such Registration Statement, (ii) and shall use its reasonable best efforts to file amendments keep such Registration Statement continuously effective under the Act. Not less than four trading days prior to the Initial filing of a Registration Statement as 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 prior to filing such or any related prospectus or any amendment or New Registration Statementsupplement 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 Selling Stockholders, as proposed to be obligated filed, which documents will be subject to the review of such 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 advocate with avoid the Commission for issuance of, or, if issued, obtain the registration withdrawal of all of (i) any order suspending the Registrable Securities. The Holders shall have the right to select one legal counsel to review and oversee any registration or matters pursuant to this Article II, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment on any written submission made to the Commission with respect thereto, which counsel shall be designated by the holders effectiveness of a majority of the Registrable Securities. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses or (ii) any suspension of the qualification (or (iiiexemption from qualification) aboveof any of the Shares or Warrant Shares for sale in any jurisdiction, at the earliest practicable moment. Upon notification by the SEC that a Registration Statement will not be reviewed or is no longer subject to further review and comments, the Company will 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 prospectuses (including each form of prospectus) and each amendment or supplement thereto. The Company hereby consents to the use its reasonable best efforts to file of such prospectus and each amendment or supplement thereto by each of the selling holders in connection with the Commission, as promptly as allowed offering and sale of the Shares and Warrant Shares covered by the Commission, one such prospectus and any amendment 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”)supplement thereto.

Additional Registration Statements. In From the event date hereof until the Commission informs date that is sixty-one (61) Business Days following the Effective Date, the Company will not, directly or indirectly, file any registration statement with the SEC other than the Registration Statement. The foregoing restriction shall not apply to registration statements on Form S-8, or to any registration statement pertaining to any securities covered by the 2006-B Common Stock Purchase Agreement between Xxxxx Xxxxx and the Company dated September 25, 2006 (an “Illes Registration Statement”), or any amendment (or post effective amendment) to a registration statement of the Company already on file with the SEC on the Closing Date (an “Existing Registration Statement”) (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, 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 Registration Statement, the Company shall, at such time, promptly give each Buyer written notice of such registration (a “Piggyback Registration Statement”). Upon the written request of any Buyer given by fax within three (3) Business Days after receipt of such notice by the Company, the Company shall cause to be included in such registration statement all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform that each such Holder thereof, (ii) use its reasonable best efforts to file amendments to the Initial Registration Statement as 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 has requested to be registered by (“Piggyback Registration”) to the Commission, on Form S-3 or, if extent such inclusion does not violate the Company is ineligible to register for resale registration rights of any other security holder of the Registrable Securities on Form S-3, such other form available to register for resale the Registrable Securities as a secondary offeringCompany; provided, however, that nothing herein shall prevent the Company from withdrawing or abandoning such registration statement prior to filing such amendment or New 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, so long as such Registration Statement remains under review by the SEC and the Company shall be obligated continues to use its all reasonable best efforts to advocate with promptly respond to any comments from 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 registration or matters pursuant to this Article II, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment on any written submission made to the Commission with respect thereto, which counsel shall be designated by the holders of a majority of the Registrable Securities. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case 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”)SEC.

Additional Registration Statements. In the event the Commission informs Whenever the Company that all (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 Registrable Securities cannot, as 1933 Act (other than a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each Holder thereofpursuant 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) use its reasonable best efforts to file amendments to in connection with any dividend or distribution reinvestment or similar plan), which includes the Initial Registration Statement as required by registration of shares of Common Stock for the Commission and/or (iii) withdraw account of one or more stockholders of the Initial Registration Statement Company and file a new the form of registration statement (a “New Piggyback Registration Statement”)) to be used may be used for any registration of Registrable Securities, the Company shall include in such registration all Registrable Securities 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 in such Piggyback Registration Statement to contain an untrue statement of a material fact or omit any fact necessary in order to make the statements made therein, in either case covering light of the maximum number of Registrable Securities permitted to be registered by the Commissioncircumstances under which they were made, on Form S-3 ornot misleading, if and the Company is ineligible shall prepare a supplement or amendment to register for resale such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities on Form S-3Securities, such other form available prospectus shall not contain an untrue statement of a material fact or omit to register for resale state any fact necessary to make the Registrable Securities as a secondary offering; providedstatements therein, howeverin light of the circumstances under which they were made, not misleading. The Company shall use its reasonable efforts such that prior to filing upon effectiveness of any such amendment or New Piggyback Registration Statement, the Registrable Securities registered thereunder shall be listed on each securities exchange on which the Common Stock is then listed. The Company shall be obligated to otherwise use its reasonable best efforts to advocate with the Commission for take all other steps necessary to effect the registration of all and sale of the Registrable Securities. The Holders shall have the right to select one legal counsel to review and oversee any registration or matters pursuant to this Article II, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment Securities included on any written submission made to the Commission with respect thereto, which counsel shall be designated by the holders of a majority of the Registrable Securities. In the event the Company amends the Initial such Piggyback Registration Statement or files a New Registration Statement, as the case 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”)contemplated hereby.

Additional Registration Statements. In Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the Commission informs (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 Staff or the Commission do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holders participating therein (or as otherwise may be acceptable to Annji) without being named therein as an “underwriter,” then the Company that shall reduce the number of shares to be included in such Shelf Registration Statement by all of Holders until such time as the Registrable Securities cannot, Staff and the Commission shall so permit such Shelf Registration Statement to become effective as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statementaforesaid. In making such reduction, the Company agrees shall reduce the number of shares to promptly be included by all Holders on a pro rata basis (i) inform each Holder thereof, (ii) use its reasonable best efforts to file amendments to based upon the Initial Registration Statement as 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 otherwise required to be registered included for each Holders) unless the inclusion of shares by a particular Holder or a particular set of Holders are resulting in the CommissionStaff or the SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Holder or set of Holders shall be the only shares subject to reduction (and if by a set of Holders on Form S-3 or, if the Company is ineligible to register for resale the Registrable Securities a pro rata basis by such Holders or on Form S-3, such other form available basis as would result in the exclusion of the least number of shares by all such Holders). In addition, in the event that the Staff or the Commission requires any Holder seeking to register for resale the Registrable Securities sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified as a secondary offering; providedan “underwriter” in order to permit such Shelf Registration Statement to become effective, however, that prior and such Holder does not consent to filing being so named as an underwriter in such amendment or New Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be obligated to use its reasonable best efforts to advocate with registered on behalf of such Holder, until such time as the Staff or the Commission for does not require such identification or until such Holder accepts such identification and the registration manner thereof. In the event of all of the any reduction in Registrable Securities. The Holders Securities pursuant to this Section, an affected Holder shall have the right to select one legal counsel require, upon delivery of a written request to review and oversee the Company signed by such Holder, the Company to file a Shelf Registration Statement within twenty (20) days of such request (subject to any registration restrictions imposed by Rule 415 or matters pursuant to this Article II, including participation in any meetings required by the Staff or discussions with the Commission regarding the Commission’s position ) for resale by such Holder in a manner acceptable to such Holder, and the Company shall following such request cause to comment on any written submission made to be and keep effective such registration statement in the Commission with respect theretosame manner as otherwise contemplated in this Agreement for registration statements hereunder, which counsel shall be designated by the holders of a majority in each case until such time as: (i) all of the Registrable Securities. In Shares the event the Company amends the Initial resale of which has been registered under such additional Shelf Registration Statement cease to be Registrable Shares or files a New Registration Statement, as the case may be, under clauses (ii) or (iii) above, the Company will use its reasonable best efforts such Holder agrees to file with the Commission, be named as promptly an underwriter in any such Shelf Registration Statement in a manner acceptable to such Holder 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 all Registrable Securities on Form S-3, held by such other form available Holder and that have not theretofore been included in a Shelf Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a Holder multiple times and with respect to register for resale those limited amounts of Registrable Securities that were not registered for in order to permit the resale on the Initial Registration Statement, thereof by such Holder as amended, or the New Registration Statement (the “Remainder Registration Statements”contemplated above).

Additional Registration Statements. In If at any time the event SEC takes the Commission informs position that the Company that offering of some or all of the Registrable Securities cannot, as in a result of Registration Statement is not eligible to be made on a delayed or continuous basis under the application provisions of Rule 415, be registered for resale as 415 or requires any Purchaser in connection with a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each Holder thereof, (ii) use its reasonable best efforts to file amendments to the Initial Registration Statement as required by filed under Section 2(a) or the Commission and/or (iii) withdraw the Initial Affiliated Holder in connection with a Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted filed under Section 2(b) 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 named as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statementan “underwriter”, the Company shall be obligated to use its commercially reasonable best efforts to advocate with persuade the Commission for SEC that the registration of all offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the Registrable Securitiesissuer” as defined in Rule 415 and that none of the Purchasers or the Affiliated Holder, as the case may be, is an “underwriter”. The Holders Purchasers or the Affiliated Holder, as applicable, shall have the right to select one legal participate or have their counsel to review and oversee any registration or matters pursuant to this Article II, including participation participate in any meetings or discussions with the Commission SEC regarding the CommissionSEC’s position and to comment or have their counsel comment on any written submission made to the Commission 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 counsel determination shall be designated by made in the holders of a majority sole discretion of the Registrable SecuritiesCompany and its counsel. In the event that, despite the Company amends Company’s commercially reasonable efforts and compliance with the Initial Registration Statement or files a New Registration Statementterms of this Section 2(d), as the case may be, under clauses (ii) or (iii) aboveSEC refuses to alter its position, the Company will use its reasonable best efforts shall remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or agree to file 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 Commissionrequirements of Rule 415; provided, however, that the Company shall not agree to name any Purchaser or the Affiliated Holder as promptly an “underwriter” in such Registration Statement without the prior written consent of such Purchaser or the Affiliated Holder (collectively, the “SEC Restrictions”). Any cut-back imposed on the Purchasers or the Affiliated Holder pursuant to this Section 2(d) shall, unless the SEC Restrictions otherwise require or provide and unless otherwise directed in writing by a Purchaser or the Affiliated Holder as allowed to its Registrable Securities, will be applied as follows: (i) first to Registrable Securities represented by the CommissionShares, one other than Warrant Shares, held by the Affiliated Holder (applied, in the 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 more registration statements on Form S-3 or, if as to any Cut Back Shares until such time as the Company is ineligible able to register for resale effect the Registrable Securities on Form S-3registration of the Cut Back Shares in accordance with any SEC Restrictions (such date, 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 StatementsRestriction Termination Date”). From and after the Restriction Termination Date, all of the provisions of this Section 2 (including the liquidated damages provisions) shall again be applicable to the Cut Back Shares; provided, however, that for such purposes, the Filing Deadline with respect to any such Cut Back Shares shall be the 45th day following the Restriction Termination Date.

Additional Registration Statements. In the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each Holder thereof, (ii) use its reasonable best efforts to file amendments to the Initial Registration Statement as 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 prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its reasonable best efforts to 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 registration or matters pursuant to this Article IIVI, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment on any written submission made to the Commission with respect thereto, which counsel shall be designated by the holders of a majority of the Registrable Securities. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case 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. In If at any time the event SEC takes the Commission informs position that the Company that offering of some or all of the Registrable Securities cannot, as in a result of Registration Statement is not eligible to be made on a delayed or continuous basis under the application provisions of Rule 415, be registered for resale as 415 or requires any Purchaser in connection with a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each Holder thereof, (ii) use its reasonable best efforts to file amendments to the Initial Registration Statement as required by filed under Section 2(a) or the Commission and/or (iii) withdraw the Initial Affiliated Holder in connection with a Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted filed under Section 2(b) 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 named as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, an “underwriter,” the Company shall be obligated to use its commercially reasonable best efforts to advocate with persuade the Commission for SEC that the registration of all offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the Registrable Securities. 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 Holders Purchasers or the Affiliated Holder, as applicable, shall have the right to select one legal participate or have their counsel to review and oversee any registration or matters pursuant to this Article II, including participation participate in any meetings or discussions with the Commission SEC regarding the CommissionSEC’s position and to comment or have their counsel comment on any written submission made to the Commission 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 counsel determination shall be designated by made in the holders of a majority sole discretion of the Registrable SecuritiesCompany and its counsel. In the event that, despite the Company amends Company’s commercially reasonable efforts and compliance with the Initial Registration Statement or files a New Registration Statementterms of this Section 2(d), as the case may be, under clauses (ii) or (iii) aboveSEC refuses to alter its position, the Company will use its reasonable best efforts shall remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or agree to file 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 Commissionrequirements of Rule 415; provided, however, that the Company shall not agree to name any Purchaser or the Affiliated Holder as promptly an “underwriter” in such Registration Statement without the prior written consent of such Purchaser or the Affiliated Holder (collectively, the “SEC Restrictions”). Any cut-back imposed on the Purchasers or the Affiliated Holder pursuant to this Section 2(d) shall, unless the SEC Restrictions otherwise require or provide and unless otherwise directed in writing by a Purchaser or the Affiliated Holder as allowed to its Registrable Securities, will be applied as follows: (i) first, to Registrable Securities represented by the CommissionShares held by the Affiliated Holder (applied, one in the 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 more registration statements on Form S-3 or, if as to any Cut Back Shares until such time as the Company is ineligible able to register for resale effect the Registrable Securities on Form S-3registration of the Cut Back Shares in accordance with any SEC Restrictions (such date, 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 StatementsRestriction Termination Date”). From and after the Restriction Termination Date, all of the provisions of this Section 2 (including the liquidated damages provisions) shall again be applicable to the Cut Back Shares; provided, however, that for such purposes, the Filing Deadline with respect to any such Cut Back Shares shall be the 45th day following the Restriction Termination Date.

Additional Registration Statements. In If at any time the event SEC takes the Commission informs position that the Company that offering of some or all of the Registrable Securities cannot, as in a result of Registration Statement is not eligible to be made on a delayed or continuous basis under the application provisions of Rule 415, be registered for resale as 415 or requires any Affiliated Holder in connection with a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each Holder thereof, (ii) use its reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (iiifiled under Section 2(a) 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 named as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, an “underwriter,” the Company shall be obligated to use its commercially reasonable best efforts to advocate with persuade the Commission for SEC that the registration of all offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the Registrable Securities. The Holders issuer” as defined in Rule 415 and that such Affiliated Holder is not an “underwriter.” Such Affiliated Holder shall have the right to select one legal participate or have their counsel to review and oversee any registration or matters pursuant to this Article II, including participation participate in any meetings or discussions with the Commission SEC regarding the CommissionSEC’s position and to comment or have their counsel comment on any written submission made to the Commission SEC with respect thereto. No such written submission shall be made to the SEC to which such Affiliated Holder’s counsel reasonably objects, which counsel determination shall be designated by made in the holders of a majority sole discretion of the Registrable SecuritiesCompany and its counsel. In the event that, despite the Company amends Company’s commercially reasonable efforts and compliance with the Initial Registration Statement or files a New Registration Statementterms of this Section 2(c), as the case may be, under clauses (ii) or (iii) aboveSEC refuses to alter its position, the Company will use its reasonable best efforts to file with shall remove from 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 Registration Statement such portion of the Registrable Securities and/or agree to such restrictions and limitations on Form S-3, such other form available to register for the registration and resale those of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415; provided, however, that were the Company shall not registered for resale agree to name any Affiliated Holder as an “underwriter” in such Registration Statement without the prior written consent of such Affiliated Holder (collectively, the “SEC Restrictions”). Any cut-back imposed on the Initial Registration StatementAffiliated Holders pursuant to this Section 2(c) shall, unless the SEC Restrictions otherwise require or provide and unless otherwise directed in writing by an Affiliated Holder as amendedto its Registrable Securities, or will be applied to the New Registration Statement (Registrable Securities held by the “Remainder Registration Statements”)Affiliated Holders requesting registration on a pro rata basis based on the total number of unregistered Shares held by such Affiliated Holders.

Additional Registration Statements. In the event the Commission informs Whenever the Company that all (or a Successor Entity) proposes to register the offer and sale of any shares of its common stock under the Registrable Securities cannot, as Act (other than a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each Holder thereofpursuant 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) use its reasonable best efforts to file amendments to in connection with any dividend or distribution reinvestment or similar plan), which includes the Initial Registration Statement as required by registration of shares of Common Stock for the Commission and/or (iii) withdraw account of one or more stockholders of the Initial Registration Statement Company and file a new the form of registration statement (a “New Piggyback Registration Statement”)) to be used may be used for any registration of Registrable Securities, the Company shall include in such registration all Registrable Securities 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 in such Piggyback Registration Statement to contain an untrue statement of a material fact or omit any fact necessary in order to make the statements made therein, in either case covering light of the maximum number of Registrable Securities permitted to be registered by the Commissioncircumstances under which they were made, on Form S-3 ornot misleading, if and the Company is ineligible shall prepare a supplement or amendment to register for resale such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities on Form S-3Securities, such other form available prospectus shall not contain an untrue statement of a material fact or omit to register for resale state any fact necessary to make the Registrable Securities as a secondary offering; providedstatements therein, howeverin light of the circumstances under which they were made, not misleading. The Company shall use its reasonable efforts such that prior to filing upon effectiveness of any such amendment or New Piggyback Registration Statement, the Registrable Securities registered thereunder shall be listed on each securities exchange on which the Common Stock is then listed. The Company shall be obligated to otherwise use its reasonable best efforts to advocate with the Commission for take all other steps necessary to effect the registration of all and sale of the Registrable Securities. The Holders shall have the right to select one legal counsel to review and oversee any registration or matters pursuant to this Article II, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment Securities included on any written submission made to the Commission with respect thereto, which counsel shall be designated by the holders of a majority of the Registrable Securities. In the event the Company amends the Initial such Piggyback Registration Statement or files a New Registration Statement, as the case 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”)contemplated hereby.

Additional Registration Statements. In Except as set forth on Schedule 4(k), until the event Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the Commission informs prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) exists, the Company shall not file a registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement on Form S-8 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement)). “Applicable Date” means the earlier of (x) the first date 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 cannot, as a result of the application of Rule 415, are eligible to be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each Holder thereof, (ii) use its reasonable best efforts to file amendments to the Initial Registration Statement as required resold by the Commission and/or Buyers pursuant to Rule 144 (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 a Current Public Information Failure has occurred and is continuing, such later date after which the Company is ineligible has cured such Current Public Information Failure). “Subsequent Placement” means the issuance, offer, sale, granting of any option or right to register for resale the Registrable Securities on Form S-3purchase, such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, otherwise disposal by the Company shall be obligated to use its reasonable best efforts to advocate with the Commission for the registration of all (or announcement of the Registrable Securities. The Holders shall have the any issuance, offer, sale, grant of any option or right to select one legal counsel to review and oversee purchase or other disposition of) any registration equity security or matters pursuant to this Article IIany equity-linked or related security (including, including participation in without limitation, any meetings “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or discussions with the Commission regarding the Commission’s position and to comment on any written submission made to the Commission with respect theretopurchase rights) (any such issuance, which counsel shall be designated by the holders of a majority of the Registrable Securities. In the event the Company amends the Initial Registration Statement offer, sale, grant, disposition or files a New Registration Statement, as the case 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”)announcement.

Additional Registration Statements. In Until the event the Commission informs the Company that all of the Registrable Securities cannot, Applicable Date (as a result of the application of Rule 415, be registered defined below) and at any time thereafter while any Registration Statement is not effective or any prospectus contained therein is not available for resale as a secondary offering on a single registration statementuse, the Company agrees to promptly (i) inform each Holder thereof, (ii) use its reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (iii) withdraw the Initial Registration Statement and shall not file a new registration statement (a “New Registration Statement”), in either case covering under the maximum number of Registrable Securities permitted 1933 Act relating to be registered by the Commission, on Form S-3 or, if the Company is ineligible to register for resale securities that are not the Registrable Securities on Form S-3, such other form available to register for resale the Registrable Securities as a secondary offeringSecurities; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated permitted, at any time, to use its reasonable best efforts file and cause to advocate with the Commission become effective another registration statement for the registration of all shares of the Common Stock (and/or warrants to purchase Common Stock) that do not constitute Registrable Securities. The Holders shall have the right , or to select one legal counsel to review and oversee any registration or matters pursuant to this Article II, including participation include such securities in any meetings or discussions with the Commission regarding the Commission’s position and to comment on any written submission made to the Commission with respect thereto, which counsel shall be designated by the holders of a majority of the Registrable Securities. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case 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, in connection with a Permitted Registration (as defined below). “Applicable Date” means the first date on which the resale by the Buyers of all Registrable Securities is covered by one or more effective Registration Statements (as defined in the Registration Rights Agreement) (and each prospectus contained therein is available for use on such date). “Permitted Registration” shall mean the registration statements on Form S-3 orunder the 1933 Act for resale, if at any time, of shares of Common Stock and/or warrants to purchase Common Stock (but no other securities) issued by the Company is ineligible to register in a Permitted Private Placement (including, for resale the Registrable Securities on Form S-3avoidance of doubt, such other form available to register for resale those Registrable Securities the subsequent registration of any securities issued in the Permitted Private Placement that were not registered for resale on the Initial Registration Statement, as amended, or the New removed from a Registration Statement 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 (but no other securities) in one (but no more than one) transaction conducted pursuant to a valid exemption from registration under the “Remainder Registration Statements”)1933 Act, with the aggregate offering amount of such privately issued securities to be no greater than $20,000,000, which transaction may occur on or about the date on which the Form 20-F referenced in Section 5(c) is filed or at any time on or prior to the Self Filing Effective Date.

Additional Registration Statements. In the event the Commission informs Whenever the Company that all (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 Registrable Securities cannot, as 1933 Act (other than a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each Holder thereofpursuant 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) use its reasonable best efforts to file amendments to in connection with any dividend or distribution reinvestment or similar plan), which includes the Initial Registration Statement as required by registration of shares of Common Stock for the Commission and/or (iii) withdraw account of one or more stockholders of the Initial Registration Statement Company and file a new the form of registration statement (a “New Piggyback Registration Statement”)) to be used may be used for any registration of Registrable Securities, the Company shall include in such registration all Registrable Securities 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 in such Piggyback Registration Statement to contain an untrue statement of a material fact or omit any fact necessary in order to make the statements made therein, in either case covering light of the maximum number of Registrable Securities permitted to be registered by the Commissioncircumstances under which they were made, on Form S-3 ornot misleading, if and the Company is ineligible shall prepare a supplement or amendment to register for resale such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities on Form S-3Securities, such other form available prospectus shall not contain an untrue statement of a material fact or omit to register for resale state any fact necessary to make the Registrable Securities as a secondary offering; providedstatements therein, howeverin light of the circumstances under which they were made, not misleading. The Company shall use its reasonable efforts such that prior to filing upon effectiveness of any such amendment or New Piggyback Registration Statement, the Registrable Securities registered thereunder shall be listed on each securities exchange on which the Common Stock is then listed. The Company shall be obligated to otherwise use its reasonable best efforts to advocate with the Commission for take all other steps necessary to effect the registration of all and sale of the Registrable Securities. The Holders shall have the right to select one legal counsel to review and oversee any registration or matters pursuant to this Article II, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment Securities included on any written submission made to the Commission with respect thereto, which counsel shall be designated by the holders of a majority of the Registrable Securities. In the event the Company amends the Initial such Piggyback Registration Statement or files a New Registration Statement, as the case 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”)contemplated hereby.

Additional Registration Statements. In the event the Commission informs Whenever the Company that all (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 Registrable Securities cannot, as 1933 Act (other than a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each Holder thereofpursuant 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) use its reasonable best efforts to file amendments to in connection with any dividend or distribution reinvestment or similar plan), which includes the Initial Registration Statement as required by registration of shares of Common Stock for the Commission and/or (iii) withdraw account of one or more stockholders of the Initial Registration Statement Company and file a new the form of registration statement (a “New Piggyback Registration Statement”)) to be ​ ​ ​ ​ ​ used may be used for any registration of Registrable Securities, the Company shall include in such registration all Registrable Securities 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 in such Piggyback Registration Statement to contain an untrue statement of a material fact or omit any fact necessary in order to make the statements made therein, in either case covering light of the maximum number of Registrable Securities permitted to be registered by the Commissioncircumstances under which they were made, on Form S-3 ornot misleading, if and the Company is ineligible shall prepare a supplement or amendment to register for resale such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities on Form S-3Securities, such other form available prospectus shall not contain an untrue statement of a material fact or omit to register for resale state any fact necessary to make the Registrable Securities as a secondary offering; providedstatements therein, howeverin light of the circumstances under which they were made, not misleading. The Company shall use its reasonable efforts such that prior to filing upon effectiveness of any such amendment or New Piggyback Registration Statement, the Registrable Securities registered thereunder shall be listed on each securities exchange on which the Common Stock is then listed. The Company shall be obligated to otherwise use its reasonable best efforts to advocate with the Commission for take all other steps necessary to effect the registration of all and sale of the Registrable Securities. The Holders shall have the right to select one legal counsel to review and oversee any registration or matters pursuant to this Article II, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment Securities included on any written submission made to the Commission with respect thereto, which counsel shall be designated by the holders of a majority of the Registrable Securities. In the event the Company amends the Initial such Piggyback Registration Statement or files a New Registration Statement, as the case 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”).contemplated hereby. ​

Additional Registration Statements. In If at any time the event SEC takes the Commission informs position that the Company that offering of some or all of the Registrable Securities cannot, as in a result of Registration Statement is not eligible to be made on a delayed or continuous basis under the application provisions of Rule 415, be registered for resale as 415 or requires any Purchaser in connection with a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each Holder thereof, (ii) use its reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (iiifiled under Section 2(a) 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 named as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, an “underwriter,” the Company shall be obligated to use its commercially reasonable best efforts to advocate with persuade the Commission for SEC that the registration of all offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the Registrable Securities. issuer” as defined in Rule 415 and that such Purchaser is not an “underwriter.” The Holders Purchasers shall have the right to select one legal participate or have their counsel to review and oversee any registration or matters pursuant to this Article II, including participation participate in any meetings or discussions with the Commission SEC regarding the CommissionSEC’s position and to comment or have their counsel comment on any written submission made to the Commission SEC with respect thereto. No such written submission shall be made to the SEC to which the Purchasers’ counsel reasonably objects, which counsel determination shall be designated by made in the holders of a majority sole discretion of the Registrable SecuritiesCompany and its counsel. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2(c), the SEC refuses to alter its position, the Company amends shall remove from the Initial Registration Statement or files a New 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 case SEC may berequire to assure the Company’s compliance with the requirements of Rule 415; provided, under clauses 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 including such Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) or (iii) above, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed date by the Commission, one or more registration statements on Form S-3 or, if which the Company is ineligible required to register for resale obtain effectiveness with respect to such Cut Back Shares under Section 2(d) shall be 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 120th day immediately after the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)Restriction Termination Date.

Additional Registration Statements. In the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each Holder thereofWhenever 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) use its reasonable best efforts to file amendments to in connection with any dividend or distribution reinvestment or similar plan), which includes the Initial Registration Statement as required by registration of shares of Common Stock for the Commission and/or (iii) withdraw account of one or more stockholders of the Initial Registration Statement Company and file a new the form of registration statement (a “New Piggyback Registration Statement”)) to be used may be used for any registration of Registrable Securities, the Company shall include in such registration all Registrable Securities 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 in such Piggyback Registration Statement to contain an untrue statement of a material fact or omit any fact necessary in order to make the statements made therein, in either case covering light of the maximum number of Registrable Securities permitted to be registered by the Commissioncircumstances under which they were made, on Form S-3 ornot misleading, if and the Company is ineligible shall prepare a supplement or amendment to register for resale such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities on Form S-3Securities, such other form available prospectus shall not contain an untrue statement of a material fact or omit to register for resale state any fact necessary to make the Registrable Securities as a secondary offering; providedstatements therein, howeverin light of the circumstances under which they were made, not misleading. The Company shall use its reasonable efforts such that prior to filing upon effectiveness of any such amendment or New Piggyback Registration Statement, the Registrable Securities registered thereunder shall be listed on each securities exchange on which the Common Stock is then listed. The Company shall be obligated to otherwise use its reasonable best efforts to advocate with the Commission for take all other steps necessary to effect the registration of all and sale of the Registrable Securities. The Holders shall have the right to select one legal counsel to review and oversee any registration or matters pursuant to this Article II, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment Securities included on any written submission made to the Commission with respect thereto, which counsel shall be designated by the holders of a majority of the Registrable Securities. In the event the Company amends the Initial such Piggyback Registration Statement or files a New Registration Statement, as the case 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”)contemplated hereby.