Common use of Additional Registration Statements Clause in Contracts

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

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

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

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

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

Additional Registration Statements. If for at any reason time the SEC does not permit takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be included made on a delayed or continuous basis under the provisions of Rule 415 or requires any Purchaser in the Initial connection with a Registration Statement (such that filed under Section 2(a) or the Initial Affiliated Holder in connection with a Registration Statement may be used for resales in a manner that does not constitute, in the SEC’s view, an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters”), then: (afiled under Section 2(b) The Company shall promptly notify Holders and (i) first, exclude the shares held by any officer or director of the Company; (ii) second, exclude the Existing Shares (as defined herein) held by any Holder that is not an affiliate of the Company, any managing member of Doral GP Ltd. or any of such managing member’s affiliates; and (iii) third, reduce the number of Registrable Securities to be included in such Registration Statement by the Holders until such time as the SEC shall so permit such Registration Statement to become effective and be used for resales in a manner that does not constitute an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters.” In making such reduction, the Company shall reduce the number of shares to be included by all such Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such Holder). In no event shall a Holder be required to be named as an “underwriter”, the Company shall use its commercially reasonable efforts to persuade the SEC that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Purchasers or the Affiliated Holder, as the case may be, is an “underwriter”. The Purchasers or the Affiliated Holder, as applicable, shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Purchasers’ or Affiliated Holder’s counsel, as applicable, reasonably objects, which determination shall be made in the sole discretion of the Company and its counsel. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415; provided, however, that the Company shall not agree to name any Purchaser or the Affiliated Holder as an “underwriter” in a such Registration Statement without such Holder’s the prior written consent; and consent of such Purchaser or the Affiliated Holder (bcollectively, the “SEC Restrictions”). Any cut-back imposed on the Purchasers or the Affiliated Holder pursuant to this Section 2(d) The Company shall prepare and file with shall, unless the SEC one Restrictions otherwise require or more separate Registration Statements that meet provide and unless otherwise directed in writing by a Purchaser or the criteria set forth Affiliated Holder as to its Registrable Securities, will be applied as follows: (i) first to Registrable Securities represented by the Shares, other than Warrant Shares, held by the Affiliated Holder (applied, in the first sentence case that some of such shares of Common Stock may be registered, to the Affiliated Holder(s) on a pro rata basis based on the total number of unregistered Shares, other than Warrant Shares, held by any Affiliated Holder)1; second to the Warrant Shares held by the Affiliated Holder (applied, in the case that some Warrant Shares may be registered, to the Affiliated Holder(s) on a pro rata basis based on the total number of unregistered Warrant Shares held by any Affiliated Holder)2; third to Registrable Securities represented by the Shares, other than Warrant Shares, held by Purchasers (applied, in the case that some of such shares of Common Stock may be registered, to the Purchasers on a pro rata basis based on the total number of unregistered Shares, other than Warrant Shares, held by any Purchaser); and fourth to the Warrant Shares held by Purchasers (applied, in the case that some Warrant Shares may be registered, to the Purchasers on a pro rata basis based on the total number of unregistered Warrant Shares held by any Purchaser). No liquidated damages shall accrue on or as to any Cut Back Shares until such time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all of the provisions of this Section 5.2 2 (including the liquidated damages provisions) shall again be applicable to the Cut Back Shares; provided, however, that for such purposes, the Filing Deadline with respect to any such Registrable Securities not included in Cut Back Shares shall be the Initial Registration Statement. The Company will then use its reasonable best efforts at the first opportunity that is permitted by the SEC, but in no event later than the later of (i) 60 days from the date substantially all of the Registrable Securities registered under the Registration Statement have been sold by the Holders or (ii) six (6) months from the date the Initial Registration Statement was declared effective, to register for resale the Registrable Securities that have been excluded from being registered (provided such Registration Statement meets the criteria set forth in the first sentence of this Section 5.2). The Company shall use its reasonable best efforts to cause any such Registration Statement to be declared effective within 60 days 45th day following the filing thereof (and in any event no later than five business days following notification from the SEC that the Registration Statement will not be subject to review or that the SEC has no further comments to the Registration Statement) and to remain continuously effective for the Registration Period. In the event the SEC raises objections to any such subsequent Registration Statement, the procedures set forth in this Section 5.2 shall again be followedRestriction Termination Date.

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

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

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

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

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

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

Additional Registration Statements. If for at any reason time the SEC does not permit takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be included made on a delayed or continuous basis under the provisions of Rule 415 or requires any Purchaser in the Initial connection with a Registration Statement (such that filed under Section 2(a) or the Initial Affiliated Holder in connection with a Registration Statement may be used for resales in a manner that does not constitute, in the SEC’s view, an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters”), then: (afiled under Section 2(b) The Company shall promptly notify Holders and (i) first, exclude the shares held by any officer or director of the Company; (ii) second, exclude the Existing Shares (as defined herein) held by any Holder that is not an affiliate of the Company, any managing member of Doral GP Ltd. or any of such managing member’s affiliates; and (iii) third, reduce the number of Registrable Securities to be included in such Registration Statement by the Holders until such time as the SEC shall so permit such Registration Statement to become effective and be used for resales in a manner that does not constitute an offering by the Company and that permits the continuous resale at the market by the Holders participating therein without being named therein as “underwriters.” In making such reduction, the Company shall reduce the number of shares to be included by all such Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such Holder). In no event shall a Holder be required to be named as an “underwriter,” the Company shall use its commercially reasonable efforts to persuade the SEC that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Purchasers or the Affiliated Holder, as the case may be, is an “underwriter.” The Purchasers or the Affiliated Holder, as applicable, shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Purchasers’ or Affiliated Holder’s counsel, as applicable, reasonably objects, which determination shall be made in the sole discretion of the Company and its counsel. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415; provided, however, that the Company shall not agree to name any Purchaser or the Affiliated Holder as an “underwriter” in a such Registration Statement without such Holder’s the prior written consent; and consent of such Purchaser or the Affiliated Holder (bcollectively, the “SEC Restrictions”). Any cut-back imposed on the Purchasers or the Affiliated Holder pursuant to this Section 2(d) The Company shall prepare and file with shall, unless the SEC one Restrictions otherwise require or more separate Registration Statements that meet provide and unless otherwise directed in writing by a Purchaser or the criteria set forth Affiliated Holder as to its Registrable Securities, will be applied as follows: (i) first, to Registrable Securities represented by the Shares held by the Affiliated Holder (applied, in the first sentence case that some of such shares of Common Stock may be registered, to the Affiliated Holder(s) on a pro rata basis based on the total number of unregistered Shares held by any Affiliated Holder); and second, to Registrable Securities represented by the Shares held by Purchasers (applied, in the case that some of such shares of Common Stock may be registered, to the Purchasers on a pro rata basis based on the total number of unregistered Shares held by any Purchaser). No liquidated damages shall accrue on or as to any Cut Back Shares until such time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all of the provisions of this Section 5.2 2 (including the liquidated damages provisions) shall again be applicable to the Cut Back Shares; provided, however, that for such purposes, the Filing Deadline with respect to any such Registrable Securities not included in Cut Back Shares shall be the Initial Registration Statement. The Company will then use its reasonable best efforts at the first opportunity that is permitted by the SEC, but in no event later than the later of (i) 60 days from the date substantially all of the Registrable Securities registered under the Registration Statement have been sold by the Holders or (ii) six (6) months from the date the Initial Registration Statement was declared effective, to register for resale the Registrable Securities that have been excluded from being registered (provided such Registration Statement meets the criteria set forth in the first sentence of this Section 5.2). The Company shall use its reasonable best efforts to cause any such Registration Statement to be declared effective within 60 days 45th day following the filing thereof (and in any event no later than five business days following notification from the SEC that the Registration Statement will not be subject to review or that the SEC has no further comments to the Registration Statement) and to remain continuously effective for the Registration Period. In the event the SEC raises objections to any such subsequent Registration Statement, the procedures set forth in this Section 5.2 shall again be followedRestriction Termination Date.

Additional Registration Statements. If for any reason the SEC does not permit all Registrable Securities to be included in the Initial Registration Statement (such The Purchasers acknowledge that the Initial Registration Statement may be used for resales Commission has recently given enhanced scrutiny to registration statements attempting to register the resale of shares and warrant shares obtained by purchasers in a manner that does not constitute, in the SEC’s view, an offering by the Company private placements and that permits such Commission reviews have resulted in registrants being denied the continuous resale at use of Rule 415(a)(1)(i) under the market by Securities Act. Accordingly, notwithstanding anything herein to the Holders participating therein without being named therein as “underwriters”)contrary, then: (a) The Company shall promptly notify Holders and the Purchasers agree that (i) first, exclude the shares held Company shall not be obligated to pay any amount of liquidated damages under Section 2(c) in the event the Registration Statement is not declared effective on or prior to the Registration Deadline solely as a result of or in connection with a determination by the Commission that either the Company or the Purchasers are ineligible to rely on Rule 415(a)(1)(i) under the Securities Act with respect to the registration of any officer or director of the CompanyRegistrable Securities for resale by the Purchasers on a continuous or delayed basis; provided, that the Company shall thereafter use its commercially reasonable efforts to find alternative methods to register the Registrable Securities with the Commission for resale; and (ii) second, exclude in the Existing Shares (as defined herein) held by any Holder that is not an affiliate of event the Company, any managing member after conducting a pre-filing conference with the Commission, if possible, reasonably determines that it is unable to, or it is inadvisable for the Company to attempt to, register all 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 reductionsingle Registration Statement, the Company shall reduce may elect to fulfill 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 registration requirements of this Section 5.2 with respect to any such 2 by registering the Registrable Securities not included in two or more Registration Statements, provided that the Initial Registration Statement. The Company will then shall use its reasonable best efforts at the first opportunity that is permitted by the SEC, but in to file each subsequent Registration Statement no event later than the later of (iA) 60 days from following the date substantially all on which the last of the Registrable Securities registered under the preceding Registration Statement have been were sold by the Holders or (iiB) six (6) months from following the date on which the Initial preceding Registration Statement was declared effective, to register for resale the Registrable Securities that have been excluded from being registered (provided such Registration Statement meets the criteria set forth in the first sentence of this Section 5.2). The Company shall use its reasonable best efforts to cause any such Registration Statement to be declared effective within 60 days following the filing thereof (and in any event no later than five business days following notification from the SEC that the Registration Statement will not be subject to review or that the SEC has no further comments to the Registration Statement) and to remain continuously effective for the Registration Period. In the event the SEC raises objections to any such subsequent Registration Statement, the procedures set forth in this Section 5.2 shall again be followed.