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 If for any reason the event SEC does not permit all Registrable Securities to be included in the Commission informs 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 cannot, as a result of registered under the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, Registration Statement have been sold by the Company agrees to promptly (i) inform each Holder thereof, Holders or (ii) use its reasonable best efforts to file amendments to six (6) months from the date 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”)was declared effective, 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, that have been excluded from being registered (provided such other form available to register for resale Registration Statement meets the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, criteria set forth in the first sentence of this Section 5.2). The Company shall be obligated to use its reasonable best efforts to advocate with cause any such Registration Statement to be declared effective within 60 days following the Commission 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 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 SecuritiesRegistration Period. In the event the Company amends the Initial Registration Statement or files a New SEC raises objections to any such subsequent 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”)procedures set forth in this Section 5.2 shall again be followed.

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 If for any reason, the event SEC does not permit all Registrable Securities to be included in such Registration Statement (such that the Commission informs 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 Purchasers participating therein without being named therein as “underwriters”), then; (a) The Company shall (i) first, exclude the shares held by any officer or director of the Company or any Affiliate of any such officer or director and (ii) second, reduce the number of Registrable Securities to be included in such Registration Statement by the 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 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 Purchasers on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such Purchaser). In no event shall a Purchaser be required to be named as an “underwriter” in a Registration Statement without such Purchaser’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 7.2 with respect to any such Registrable Securities not included in the previous Registration Statement. The Company will then use its best efforts at the first opportunity that is permitted by the SEC, but in no event later than the later of (60) days from the date substantially all of the Registrable Securities cannot, as a result of registered under 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 have been sold by the Commission and/or Purchasers or six (iii6) withdraw months from the Initial date the initial Registration Statement and file a new registration statement (a “New Registration Statement”)referred to in Section 7.1 was declared effective, 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, that have been excluded from being registered (provided such other form available to register for resale Registration Statement meets the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, criteria set forth in the first sentence of this Section 7.2). The Company shall be obligated to use its reasonable best efforts to advocate with cause any such Registration Statement to be declared effective within 90 days following the Commission 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 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 SecuritiesRegistration Period. In the event the Company amends the Initial Registration Statement or files a New SEC raises objections to any such subsequent 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”)procedures set forth in this Section 7.2 shall again be followed.

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 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 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 the Administrative Agent) 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 Staff or the Commission’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 6 a pro rata basis by such Holders or 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 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 Securities the event the Company amends the Initial resale of which has been registered under such additional Shelf Registration Statement cease to be Securities 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 ▇▇▇▇▇▇ 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 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 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 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 If for any reason, the event SEC does not permit all Registrable Securities to be included in the Commission informs Registration Statement (such that the 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 Purchasers participating therein without being named therein as "underwriters"), then: (a) The Company shall (i) first, exclude the shares held by any officer or director of the Company or any Affiliate of any such officer or director and (ii) second, reduce the number of Registrable Securities to be included in such Registration Statement by the 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 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 Purchasers on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such Purchaser). In no event shall a Purchaser be required to be named as an "underwriter" in a Registration Statement without such Purchaser’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 7.2 with respect to any such Registrable Securities not included in the previous Registration Statement. The Company will then use its best efforts at the first opportunity that is permitted by the SEC, but in no event later than the later of 60 days from the date substantially all of the Registrable Securities cannot, as a result of registered under 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 have been sold by the Commission and/or Purchasers or six (iii6) withdraw months from the Initial date the initial Registration Statement and file a new registration statement (a “New Registration Statement”)referred to in Section 7.1 was declared effective, 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, that have been excluded from being registered (provided such other form available to register for resale Registration Statement meets the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, criteria set forth in the first sentence of this Section 7.2). The Company shall be obligated to use its reasonable best efforts to advocate with cause any such Registration Statement to be declared effective within 90 days following the Commission 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 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 SecuritiesRegistration Period. In the event the Company amends the Initial Registration Statement or files a New SEC raises objections to any such subsequent 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”)procedures set forth in this Section 7.2 shall again be followed.