Common use of Allocation of Registrable Securities Clause in Contracts

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be). Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, shares of Common Stock underlying warrants issued to the Placement Agent (as defined in the Securities Purchase Agreement) contemporaneously with the issuance and sale of the Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included in one or more Registration Statements with the Registrable Securities.

Allocation of Registrable Securities. The initial number of Uncovered Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Uncovered Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities included in the Registration Statement or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable SecuritiesSecurities in a transfer involving the transfer of all or a part of the Investor’s rights hereunder, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, shares of Common Stock underlying warrants issued to In no event shall the Placement Agent (as defined in Company include any securities other than previously Uncovered Registrable Securities on any Registration Statement without the Securities Purchase Agreement) contemporaneously with the issuance and sale prior written consent of the holders of a majority of the Uncovered Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and being included in one or more such Registration Statements with the Registrable SecuritiesStatement.

Allocation of Registrable Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement (other than on a Piggyback Registration) without the prior written consent of the Required Investors. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall first be allocated pro rata among the Investors participating in such Registration Statement based on the number of Registrable Securities held by each Investor included in such Registration Statement at the time such Registration Statement covering such initial number of Registrable Securities or increase thereof it is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, If the SEC requires that the Company register less than the amount of shares of Common Stock underlying warrants issued to originally included on any Registration Statement at the Placement Agent (as defined in the Securities Purchase Agreement) contemporaneously with the issuance and sale of time it was filed, the Registrable Securities on such registration statement and any other securities allowed to be registered on such Registration Statement (the “Placement Agent Securities”in accordance with this paragraph) may also shall be allocated decreased on a pro rata among basis; provided, that following any such decrease, at the Registrable Securitiesrequest of the Required Investors, such Required Investors may elect to withdraw such Registration Statement and included in one or more thereafter the Request for such Registration Statements with the Registrable SecuritiesStatement shall not be deemed to constitute a Request for purposes of Section 2(a) hereof.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this AgreementIn no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; provided, shares of Common Stock underlying warrants however, that the Company shall be permitted to include on any Registration Statement securities issued pursuant to the Placement Agent (as defined in transactions described on Schedule 2(e) to the Securities Purchase Agreement) contemporaneously with the issuance and sale of the ; provided, further, that any such securities issued to an Investor that are to be included in a Registration Statement shall be included as Registrable Securities (of such Investor for the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included purpose of allocating securities in one or more such Registration Statements with the Registrable SecuritiesStatement pursuant to this Section 2(c).

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; provided, however, that the Company may, in this Agreementits sole discretion, include in a Registration Statement the Other Registrable Securities and up to 400,000 shares of Common Stock underlying (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof) issued or issuable upon exercise of warrants issued to HB Sub Fund II LLC on the Placement Agent Closing Date (as defined the "HB Shares"); provided, however, that in the Securities Purchase Agreement) contemporaneously with the issuance and sale event not all of the Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, the Other Registrable Securities and the HB Shares may be included in one or more such Registration Statements with Statement as a result of a limitation on the maximum number of shares of Common Stock of the Company permitted to be registered by the staff of the SEC pursuant to Rule 415, then, the HB Shares, the Registrable SecuritiesSecurities and the Other Registrable Securities shall be excluded on a pro rata basis among the holders of such HB Shares, Registrable Securities and Other Registrable Securities until all of the HB Shares, the Registrable Securities and the Other Registrable Securities have been excluded.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, In no event shall the Company include any securities other than Registrable Securities on any Registration Statement filed with the SEC during the 12-month period following the Closing Date without the prior written consent of the Required Holders except for those shares of Common Stock underlying and warrants issued to purchase shares of Common Stock identified on Schedule 2(c)(i) attached hereto (which shall exclude any securities for which the Placement Agent (as defined in Company has obtained waivers pursuant to Section 7(xiv) of the Securities Purchase Agreement) contemporaneously ). In no event shall the Company include any securities other than Registrable Securities on any Registration Statement filed with the issuance SEC after the 12-month period following the Closing Date without the prior written consent of the Required Holders except for up to 3,500,000 shares of Common Stock issuable by the Company upon exercise of warrants issued by the Company to Knight Capital Markets, LLC, and sale the Company's other placement agents on the Closing Date, no more than 5,000,000 shares of Common Stock issuable by the Company upon exercise of warrants to be issued by the Company to the Company's secured lenders and those shares of Common Stock and warrants to purchase shares of Common Stock identified on Schedule 2(c)(ii) attached hereto. If the SEC requires that the Company register less than the amount of shares of Common Stock originally included on any Registration Statement at the time it was filed, the Registrable Securities on such registration statement and any other securities allowed to be registered on such Registration Statement (the “Placement Agent Securities”as set forth below) may also shall be allocated decreased on a pro rata among the Registrable Securities, and included in one or more Registration Statements with the Registrable Securitiesbasis.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors Holders based on the number of Registrable Securities held by each Investor Holder at the time such the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SECSEC (or at the time of filing any supplement thereto). In the event that an Investor a Holder sells or otherwise transfers any of such InvestorHolder’s Registrable SecuritiesSecurities in accordance with the Subscription Agreement, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock Unit Shares included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining InvestorsHolders, pro rata based on the number of Registrable Securities then held by such Investors Holders which are covered by such Registration Statement. Notwithstanding anything contained In no event shall the Company include any securities other than Registrable Securities on any Registration Statement (or supplement thereto) without the prior written consent of the Majority Holders. To the extent that any Registrable Securities are not able to be included in this Agreementa Registration Statement and a pro rata allocation of Registrable Securities is required to be made, shares of Common Stock underlying warrants issued the Company agrees to file with the Commission an additional Registration Statement on the appropriate form (including, if required, an effective and available amendment or supplement thereto) relating to the Placement Agent (as defined in resale by the Securities Purchase Agreement) contemporaneously with the issuance and sale Holders of the Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among balance of the Registrable Securities, and included the Company shall use commercially reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter (if applicable), but in one or more no event later than the Effectiveness Deadline and shall use its commercially reasonable efforts to keep such Registration Statements with Statement continuously effective under the Registrable SecuritiesSecurities Act for the Effectiveness Period.

Allocation of Registrable Securities. The initial number of Warrant Registrable Securities included in any the Initial Registration Statement (or any other Registration Statement filed pursuant to this Section 2) and any each increase in the number of Warrant Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of such Warrant Registrable Securities held by each Investor at the time such Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Warrant Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Warrant Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a the Initial Registration Statement (or any other Registration Statement filed pursuant to this Section 2) and which remain allocated to any Person which ceases to hold any Warrant Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Warrant Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this AgreementFor purposes hereof, shares the number of Common Stock underlying warrants issued Warrant Registrable Securities held by an Investor includes all Warrant Registrable Securities issuable upon the exercise of Warrants held by such Investor, without regard to the Placement Agent (as defined in the Securities Purchase Agreement) contemporaneously with the issuance and sale any limitations on exercise of the Warrant. In no event shall the Company include any securities other than Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included in one or more any Registration Statements with the Registrable SecuritiesStatement filed pursuant to this Section 2.

Allocation of Registrable Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement (other than, subject to the two year prohibition contemplated in Section 2.1(f), on an Incidental Registration or an S-3 Registration) without the prior written consent of the Required Holders. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall first be allocated pro rata among the Investors based on the number of Registrable Securities (on an as converted, fully-diluted basis and without giving effect to any exercise or conversion limitations contained in any such convertible or exercisable securities) held by each Investor at the time such Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock Registrable Securities included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities (on an as converted, fully-diluted basis and without giving effect to any exercise or conversion limitations contained in any such convertible or exercisable securities) then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained For any Demand Registration, if the SEC requires that the Company register less than the amount of securities originally included on any Registration Statement at the time it was filed (or is deemed to have required such reduction in this Agreementaccordance with Section 2.1(a)(ii)(C)), shares of Common Stock underlying warrants issued to the Placement Agent (as defined in the Securities Purchase Agreement) contemporaneously with the issuance and sale of the Registrable Securities on such registration statement and any other securities allowed to be registered on such Registration Statement (the “Placement Agent Securities”in accordance with this paragraph) may also shall be allocated decreased on a pro rata among basis; provided, that following any such decrease, at the Registrable Securitiesrequest of the Required Holders, such Required Holders may elect to withdraw such Registration Statement and included in one or more thereafter the Request for such Registration Statements with the Registrable SecuritiesStatement shall not be deemed to constitute a Request for purposes of Section 2.1 hereof.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SECSEC or becomes effective in accordance with SEC rules and applicable law. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock Shares included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this AgreementIn the event (I) of an underwritten offering, shares of Common Stock underlying warrants issued to if the Placement Agent Company shall reasonably determine (as defined in the Securities Purchase Agreement) contemporaneously after consultation with the issuance and sale relevant underwriter) that the amount of Registrable Securities requested to be included in such underwritten offering exceeds the amount which can be sold in such offering without adversely affecting the distribution of the Registrable Securities being offered or (II) the “Placement Agent Securities”staff of the SEC limits the number of Registrable Securities permitted to be registered pursuant to Rule 415, then the Company will include in such offering only (I) may also such number of securities that can be sold without adversely affecting the marketability of the offering or (II) the maximum number of securities permitted by the staff of the SEC to be included in such Registration Statement, as applicable, which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Investors that have requested to participate in such underwritten offering, allocated pro rata among such Investors on the basis of the percentage of the Registrable SecuritiesSecurities requested to be included in such offering by such Investors, and included (ii) second, any other securities of the Company held by other investors in one the Company's securities or more Registration Statements with that are newly issued by the Registrable SecuritiesCompany and that the Company has determined to include in such underwritten offering.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable SecuritiesSecurities pursuant to Section 9, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, shares of Common Stock underlying warrants issued to In no event shall the Placement Agent (as defined in the Securities Purchase Agreement) contemporaneously with the issuance and sale of the Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Company include any securities other than Registrable Securities, the Securities issued pursuant to the Note and included Warrant Purchase Agreement dated as of the date hereof and entered into by the Company and certain holders of senior indebtedness (the "NOTE AND WARRANT PURCHASE AGREEMENT") and securities issued to Libra Securities LLC in one or more Registration Statements connection with the Registrable SecuritiesNote and Warrant Purchase Agreement on any Registration Statement without the prior written consent of the Required Holders.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors Purchasers based on the number of Registrable Securities held by each Investor Purchaser at the time such the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor a Purchaser sells or otherwise transfers any of such InvestorPurchaser’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock Shares or Conversion Shares, as applicable, included in a Registration Statement and which remain allocated to any Person which that ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining InvestorsPurchasers, pro rata based on the number of Registrable Securities then held by such Investors Purchasers which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, shares of Common Stock underlying warrants issued to In no event shall the Placement Agent (as defined in the Company include any securities other than Registrable Securities Purchase Agreement) contemporaneously on any registration statement filed with the issuance and sale SEC during the 6-month period following the Note Closing Date without the prior written consent of the Required Holders of Additional Registrable Securities. If the SEC requires that the Company register less than the amount of the Conversion Shares originally included on any Registration Statement at the time it was filed, the Registrable Securities on such Registration Statement and any other securities allowed to be registered on such Registration Statement (the “Placement Agent Securities”as set forth below) may also shall be allocated decreased on a pro rata among the Registrable Securities, and included in one or more Registration Statements with the Registrable Securitiesbasis.

Allocation of Registrable Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement (other than on an Incidental Registration or an S-3 Registration initiated by the Company) without the prior written consent of the Required Holders. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall first be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. . In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, If the SEC requires that the Company register less than the amount of shares of Common Stock underlying warrants issued to originally included on any Registration Statement at the Placement Agent (as defined in the Securities Purchase Agreement) contemporaneously with the issuance and sale of time it was filed, the Registrable Securities on such registration statement and any other securities allowed to be registered on such Registration Statement (the “Placement Agent Securities”in accordance with this paragraph) may also shall be allocated decreased on a pro rata among basis; provided, that following any such decrease, at the Registrable Securitiesrequest of the Required Holders, such Required Holders may elect to withdraw such Registration Statement and included in one or more thereafter the Request for such Registration Statements with the Registrable SecuritiesStatement shall not be deemed to constitute a Request for purposes of Section 2.1 hereof.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this AgreementIn no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; provided, shares of Common Stock underlying warrants however, that the Company shall be permitted to include on any Registration Statement securities issued pursuant to the Placement Agent (as defined in transactions described on Schedule 2(e) to the Securities Purchase Agreement) contemporaneously with the issuance and sale of the ; provided, further, that any such securities issued to an Investor that are to be included in a Registration Statement shall be included as Registrable Securities (of such Investor for the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included purpose of allocating securities in one or more such Registration Statements with the Registrable SecuritiesStatement pursuant to this Section 2(c).

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable SecuritiesSecurities in compliance with Section 9 hereof, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock Applicable Security included in a Registration Statement and which remain remains allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained Except as set forth in this AgreementSection 2(c), shares the Company shall not include any securities other than Registrable Securities without the prior written consent of Common Stock underlying warrants issued to the Placement Required Holders. Nothing in the Transaction Documents shall prevent the inclusion of the Agent Shares (as defined in the Securities Purchase Agreement) contemporaneously with in an Additional Registration Statement; provided that the issuance and sale Company will not include the Agent Shares on any Additional Registration Statement filed if inclusion of the Agent Shares would cause the number of Securities registered on such Additional Registration Statement to exceed 33% of the Company’s issued and outstanding share capital not held by affiliates. Notwithstanding anything herein to the contrary, no Agent Shares may be included on any Registration Statement if after the effective date of such Registration Statement, all Registrable Securities (the “Placement Agent Securities”) may also shall not be allocated pro rata among the Registrable Securities, and included in registered thereunder or pursuant to one or more previously effective Registration Statements with the Registrable SecuritiesStatements.

Allocation of Registrable Securities. In no event shall the Company include any securities other than Registrable Securities and Unit Offering Shares on any Registration Statement without the prior written consent of the Required Holders. The initial number of Registrable Securities included in any Registration Statement and any each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of such Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock Shares included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. For purposes hereof, the number of Registrable Securities held by an Investor includes all Registrable Securities issuable upon the exercise of Warrants held by such Investor, without regard to any limitations on exercise of the Warrants. Notwithstanding anything contained in this Agreement, shares of Common Stock underlying warrants issued to the Placement Agent (as defined contrary contained herein, any reduction in the Securities Purchase Agreement) contemporaneously with the issuance and sale number of the Registrable Securities (and Unit Offering Shares that would otherwise be included in a Registration Statement as a result of a limitation imposed by the “Placement Agent Securities”) may also SEC pursuant to Rule 415 shall be allocated pro rata among the Investors and the holders of the Unit Offering Shares based upon the number of Registrable Securities, and included in one Securities or more Unit Offer Shares held by each such Investor or holder at the time the Registration Statements with the Registrable SecuritiesStatement is deemed effective.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SECSEC or becomes effective in accordance with SEC rules and applicable law. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this AgreementIn the event (I) of an underwritten offering, shares of Common Stock underlying warrants issued to if the Placement Agent Company shall reasonably determine (as defined in the Securities Purchase Agreement) contemporaneously after consultation with the issuance and sale relevant underwriter) that the amount of Registrable Securities requested to be included in such underwritten offering exceeds the amount which can be sold in such offering without adversely affecting the distribution of the Registrable Securities being offered or (II) the “Placement Agent Securities”staff of the SEC limits the number of Registrable Securities permitted to be registered pursuant to Rule 415, then the Company will include in such offering only (I) may also such number of securities that can be sold without adversely affecting the marketability of the offering or (II) the maximum number of securities permitted by the staff of the SEC to be included in such Registration Statement, as applicable, which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Investors that have requested to participate in such underwritten offering, allocated pro rata among such Investors on the basis of the percentage of the Registrable SecuritiesSecurities requested to be included in such offering by such Investors, and included (ii) second, any other securities of the Company held by other investors in one the Company’s securities or more Registration Statements with that are newly issued by the Registrable SecuritiesCompany and that the Company has determined to include in such underwritten offering.

Allocation of Registrable Securities. The initial number of Warrant Registrable Securities included in any the Initial Registration Statement (or any other Registration Statement filed pursuant to this Section 2) and any each increase in the number of Warrant Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of such Warrant Registrable Securities held by each Investor at the time such Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Warrant Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Warrant Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a the Initial Registration Statement (or any other Registration Statement filed pursuant to this Section 2) and which remain allocated to any Person which ceases to hold any Warrant Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Warrant Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this AgreementFor purposes hereof, shares the number of Common Stock underlying warrants issued Warrant Registrable Securities held by an Investor includes all Warrant Registrable Securities issuable upon the exercise of Warrants held by such Investor, without regard to the Placement Agent (as defined in the Securities Purchase Agreement) contemporaneously with the issuance and sale any limitations on exercise of the Warrant. In no event shall the Company include any securities other than Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included in one or more any Registration Statements with the Registrable SecuritiesStatement filed pursuant to this Section 2.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; provided, that the Company may register for resale the Prior Shares on the Initial Registration Statement or an Additional Registration Statement. As used herein, "Prior Shares" means (i) up to 1,500,000 shares of Common Stock referenced in this Agreementthat certain Registration Rights Agreement entered into with certain stockholders dated as of November 18, 2013, and (ii) up to 120,000 shares of Common Stock underlying warrants a warrant issued to the Placement Agent (a placement agent dated as defined in the Securities Purchase Agreement) contemporaneously with the issuance and sale of the Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable SecuritiesMarch 3, and included in one or more Registration Statements with the Registrable Securities2014.

Allocation of Registrable Securities. The In the event that the number of Registrable Securities included in any Registration Statement is less than the Required Registration Amount, the initial number of Registrable Securities included in any such Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Investor Registrable Securities or increase thereof is declared effective by the SECSEC and shall not include any Creditor Registrable Securities if there are any Investor Registrable Securities not included in such Registration Statement or prior Registration Statements that the SEC has declared effective. In the event that an Investor sells or otherwise transfers any of such Investor’s Investor Registrable Securities, each transferee or assignee (as the case may be) that becomes shall, upon becoming an Investor shall Investor, be allocated a pro rata portion of the then-then remaining number of Investor Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares Shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Investor Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Investor Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, shares Any amount of Common Stock underlying warrants issued to the Placement Agent (as defined in the Securities Purchase Agreement) contemporaneously with the issuance and sale of the Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included in one or more Registration Statements with in excess of the Required Registration Amount shall be allocated pro rata among the Creditors based on the number of Creditor Registrable SecuritiesSecurities held by each Creditor at the time the Registration Statement covering such Registrable Securities is declared effective by the SEC. In no event shall the Company include any securities other than Investor Registrable Securities or Creditor Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Allocation of Registrable Securities. The initial number of Initial Registrable Securities included in any the Initial Registration Statement (or any other Registration Statement filed pursuant to this Section 2) and any each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of such Registrable Securities held by each Investor at the time such Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a the Initial Registration Statement (or any other Registration Statement filed pursuant to this Section 2) and which remain allocated to any Person which that ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which that are covered by such Registration Statement. Notwithstanding anything contained in this AgreementFor purposes hereof, shares the number of Common Stock underlying warrants issued Registrable Securities held by an Investor includes all Conversion Shares then issuable upon the conversion of any amounts outstanding under Notes held by such Investor pursuant to the Placement Agent (as defined terms thereof, without regard to any limitations on conversion contained therein. In no event shall the Company include any securities other than Registrable Securities in any Registration Statement filed pursuant to this Section 2 without the Securities Purchase Agreement) contemporaneously with the issuance and sale prior written consent of the Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included in one or more Registration Statements with the Registrable SecuritiesRequired Holders.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any other shares of Common Stock included in the Registration Statement pursuant to registration rights previously granted to the Existing Rightsholders (solely for purposes of this Section 2b, such shares of Common Stock included in the Registration Statement pursuant to registration rights previously granted to the Existing Rightsholders shall be deemed to be Registrable Securities) and each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors and Existing Rightsholders based on the number of Registrable Securities held by each Investor and Existing Rightsholder at the time such the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor or Existing Rightsholder sells or otherwise transfers any of such Investor’s 's or Existing Rightsholders' Registrable SecuritiesSecurities to another party who becomes an Investor or Existing Rightsholder, each transferee or assignee (as the case may be) that becomes an , each transferee Investor or Existing Rightsholder shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor Investor or assignee (as the case may be)Existing Rightsholder. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining InvestorsInvestors and Existing Rightsholders, pro rata based on the number of Registrable Securities then held by such Investors which and Existing Rightsholder that are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, shares of Common Stock underlying warrants issued to the Placement Agent (as defined in the Securities Purchase Agreement) contemporaneously with the issuance and sale of the Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included in one or more Registration Statements with the Registrable Securities.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities or Secondary Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities and Secondary Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or Secondary Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities or Secondary Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities or Secondary Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities or Secondary Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities or Secondary Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, shares of Common Stock underlying warrants issued to In no event shall the Placement Agent (as defined in Company include any securities other than Registrable Securities or Secondary Registrable Securiites on any Registration Statement without the Securities Purchase Agreement) contemporaneously with the issuance and sale prior written consent of the Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included in one or more Registration Statements with the Registrable SecuritiesRequired Holders.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable SecuritiesSecurities in a transaction in which such Investor's rights hereunder with respect to such Registrable Securities are assigned to such transferee in accordance with Section 9 hereof, each such transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders. In the event that the SEC causes the Company to limit the number of shares of Common Stock underlying warrants issued to the Placement Agent (as defined in the Securities Purchase Agreement) contemporaneously with Initial Registration Statement, then the issuance Agent Warrant Shares and sale of the Retainer Warrant Shares shall not be included on such Initial Registration Statement and shall only be included on the final Additional Registration Statements filed hereunder on or after all the other Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included in one or more hereunder have been registered on a Registration Statements with the Registrable SecuritiesStatement.

Allocation of Registrable Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall first be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, If the SEC requires that the Company register less than the amount of shares of Common Stock underlying warrants issued to originally included on any Registration Statement at the Placement Agent (as defined in the Securities Purchase Agreement) contemporaneously with the issuance and sale of time it was filed, the Registrable Securities on such registration statement and any other securities allowed to be registered on such Registration Statement (the “Placement Agent Securities”in accordance with this paragraph) may also shall be allocated decreased on a pro rata among basis; provided, that following any such decrease, at the Registrable Securitiesrequest of the Required Holders, such Required Holders may elect to withdraw such Registration Statement and included in one or more thereafter the Request for such Registration Statements with the Registrable SecuritiesStatement shall not be deemed to constitute a Request for purposes of Section 2.1 hereof.

Allocation of Registrable Securities. The initial number of Initial Registrable Securities included in any the Initial Registration Statement (or any other Registration Statement filed pursuant to this Section 2) and any each increase in the number of Initial Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of such Initial Registrable Securities held by each Investor at the time such Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Initial Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Initial Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a the Initial Registration Statement (or any other Registration Statement filed pursuant to this Section 2) and which remain allocated to any Person which that ceases to hold any Initial Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which that are covered by such Registration Statement. Notwithstanding anything contained in this AgreementFor purposes hereof, shares the number of Common Stock underlying warrants issued Initial Registrable Securities held by an Investor includes all Conversion Shares then issuable upon the conversion of any amounts outstanding under Notes held by such Investor pursuant to the Placement Agent (as defined terms thereof, without regard to any limitations on conversion contained therein. In no event shall the Company include any securities other than Registrable Securities in any Registration Statement filed pursuant to this Section 2 without the Securities Purchase Agreement) contemporaneously with the issuance and sale prior written consent of the Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included in one or more Registration Statements with the Registrable SecuritiesRequired Holders.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable SecuritiesSecurities pursuant to Section 9, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, shares of Common Stock underlying warrants In no event shall the Company include any securities other than Registrable Securities and the securities issued pursuant to the Placement Agent Securities Purchase Documents (as defined in the Securities Note Purchase Agreement) contemporaneously and Securities issued to Libra Securities, LLC in connection with the issuance and sale transactions referenced in the Note Purchase Agreement on any Registration Statement without the prior written consent of the Registrable Securities (the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included in one or more Registration Statements with the Registrable SecuritiesRequired Holders.

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, shares In no event shall the Company include on any Registration Statement without the prior written consent of Common Stock underlying warrants issued to the Placement Agent Required Holders any securities other than (i) the Registrable Securities and (ii) the Registrable Securities (as defined in that certain Registration Rights Agreement dated as of February 12, 2014 by and among MabVax Therapeutics, Inc. and the Securities Purchase Agreement) contemporaneously with investors listed on the issuance signature pages attached thereto (as the same is assigned to, and sale assumed by, the Company pursuant to that certain Agreement and Plan of Merger dated as of the Registrable Securities (date hereof by and among Mabvax Therapeutics, Inc., a Delaware corporation, Tacoma Acquisition Corp., a Delaware Corporation and the “Placement Agent Securities”) may also be allocated pro rata among the Registrable Securities, and included in one or more Registration Statements with the Registrable SecuritiesCompany)).

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-then remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be)transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Notwithstanding anything contained in this Agreement, In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders other than up to 7,500,000 shares of Common Stock underlying warrants issued to (the Placement Agent (as defined "Other Registrable Securities"); provided, that in the event that the SEC causes the Company to limit the number of shares of Common Stock registered on such Additional Registration Statement, then the Other Registrable Securities Purchase Agreement) contemporaneously with shall be decreased first. If the issuance and sale SEC requires that the Company register less than the amount of Registrable Securities originally included on any Registration Statement at the time it was filed, the Registrable Securities (the “Placement Agent Securities”) may also on such Registration Statement shall be allocated decreased on a pro rata among basis and, unless otherwise requested by an Investor, the Registrable Securities, and Warrant Shares included in one or more on such Registration Statements with the Registrable SecuritiesStatement shall be decreased first.