Common use of Offering Clause in Contracts

Offering. If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor.

Offering. If the Staff staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of any the initial Registration Statement with the SEC pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (after consultation with the prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission SEC has made a final and non-appealable determination that the Commission SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company has and the Investor have received assurances from the Staff or the Commission SEC reasonably acceptable to Legal Counsel that a New new Registration Statement filed by the Company with the Commission SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New additional Registration Statements with the Commission in accordance with Section 2(c2(d) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses prospectus contained therein are is available for use by the Investor.

Offering. If the Staff or the Commission seeks to characterize We will comply with any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering applicable requirement of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, the Exchange Act and any other applicable Federal or state statute and the Effectiveness Deadline rules and regulations thereunder. We will make no sales of Securities until you release us to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter's pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall automatically be deemed correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to have elapsed whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Registration Statement Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such time as price less all or part of the Staff concession) or the Commission has made a final and non-appealable determination that the Commission will not permit (iii) reserve such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed Securities for sale by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this paragraphAgreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Company shall use its commercially reasonable efforts Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to file one dealers with respect thereto and credit such amount against the cost thereof or more New Registration Statements with (iii) require us to purchase such Securities at a price equal to the Commission in accordance with Section 2(c) until total cost of such time as all Registrable Securities have been included in Registration Statements that have been declared effective purchase, including commissions, accrued interest, amortization of original issue discount or dividends and the Prospectuses contained therein are available for use by the Investortransfer taxes on redelivery.

Offering. If the Staff staff of the Commission (the “Staff”) or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of any the initial Registration Statement with the Commission pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (after consultation with the prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom, which consent shall not be unreasonably withheld, delayed, denied, or conditioned) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration StatementStatement and, in its sole and absolute discretion, may take such steps as may be required for such Registration Statement to become effective pursuant to Section 8 of the Securities Act. If not, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has and the Investor have received assurances from the Staff or the Commission reasonably acceptable to Legal Counsel that a New new Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New additional Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses prospectus contained therein are is available for use by the Investor.

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section 2(e), in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors). In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission manner thereof. Any reduction pursuant to this paragraph will not permit such Registration Statement first reduce all Registrable Securities other than those issued pursuant to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall following such request use its commercially reasonable best efforts to file one or more New Registration Statements with cause to be declared effective and to keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the InvestorStatement under this Agreement.

Offering. If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, if the Company desires to sell any Shares to the Investor that are not covered by a Registration Statement or New Registration Statement, the Company shall then use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor.

Offering. If the Staff staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of any the initial Registration Statement with the SEC pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission SEC has made a final and non-appealable determination that the Commission SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company has and the Investor have received assurances from the Staff or the Commission SEC reasonably acceptable to Legal Counsel that a New new Registration Statement filed by the Company with the Commission SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New additional Registration Statements with the Commission in accordance with Section 2(c2(d) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses prospectus contained therein are is available for use by the Investor.

Offering. If the Staff or the Commission seeks to characterize We will comply with any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering applicable requirement of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, the Exchange Act and any other applicable Federal or state statute and the Effectiveness Deadline rules and regulations thereunder. We will make no sales of Securities until you release us to do so. Any Securities released to us for public offering will be promptly offered in conformity with the Prospectus or Offering Circular and we will not allow any discount except as permitted by this Agreement. If we offer Securities outside the United States, its territories or possessions, we will take all action necessary to comply with all applicable laws at our own expense and risk. You may reserve for sale, sell and deliver for our account any of Our Securities (i) to customers, (ii) to dealers (including Underwriters) who are members of the NASD and agree to comply with the terms of Section 16 below and (iii) to foreign dealers or other institutions (including Underwriters) not eligible for NASD membership who agree to comply with the terms of Section 16 below. Sales of Securities to customers for the account of Underwriters will be as nearly as practicable in proportion to their respective Initial Commitments, and sales of Securities to dealers for the account of Underwriters will be as nearly as practicable in proportion to each Underwriter’s pro rata share of Securities reserved for such sales. You will advise us of the amount of Our Securities which we will retain for direct sale. Any Securities reserved by you for sale for our account but not sold may be released by you to us for direct sale, in which event the amount of Securities so reserved shall automatically be deemed correspondingly reduced. We will obtain an agreement containing the representations in Section 16 below from dealers to have elapsed whom we sell Securities. In connection with any Offering of Securities that are registered under the Act and issued by a company that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, we agree that unless otherwise advised by you and disclosed in the Prospectus we will not make sales to any account over which we exercise discretionary authority with respect to that sale (discretionary accounts). We will advise you on request of the unsold amount of Our Securities. You may at any time (i) reserve such Registration Statement Securities for sale by you for our account, (ii) purchase any such Securities to make deliveries for the Underwriters (at the public offering price or at such time as price less all or part of the Staff concession) or the Commission has made a final and non-appealable determination that the Commission will not permit (iii) reserve such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed Securities for sale by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to Delayed Delivery Contracts. If the total of the unsold Securities does not exceed 15% of all Securities, you may sell the unsold Securities for the Underwriters as you determine. If prior to the termination of this paragraphAgreement with respect to the offering of the Securities, you shall purchase or contract to purchase any of Our Securities sold or loaned directly by us, in your discretion you may (i) sell for our account the Company shall use its commercially reasonable efforts Securities so purchased and debit or credit our account for the loss or profit resulting from such sale, (ii) charge our account with an amount not in excess of the concession to file one dealers with respect thereto and credit such amount against the cost thereof or more New Registration Statements with (iii) require us to purchase such Securities at a price equal to the Commission in accordance with Section 2(c) until total cost of such time as all Registrable Securities have been included in Registration Statements that have been declared effective purchase, including commissions, accrued interest, amortization of original issue discount or dividends and the Prospectuses contained therein are available for use by the Investortransfer taxes on redelivery.

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section 2(e), in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors); provided, that, with respect to such pro rata portion allocated to any Investor, such Investor may elect the allocation of such pro rata portion among the Registrable Securities of such Investor. In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission manner thereof. Any reduction pursuant to this paragraph will not permit such Registration Statement first reduce all Registrable Securities other than those issued pursuant to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Warrant Exercise Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New Registration Statements with be and keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor.

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors); provided, that, with respect to such pro rata portion allocated to any Investor, such Investor may elect the allocation of such pro rata portion among the Registrable Securities of such Investor. In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission manner thereof. Any reduction pursuant to this paragraph will not permit such Registration Statement first reduce all Registrable Securities other than those issued pursuant to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New Registration Statements with be and keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section 2(e), in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors); provided, that, with respect to such pro rata portion allocated to any Investor, such Investor may elect the allocation of such pro rata portion among the Registrable Securities of such Investor. In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission manner thereof. Any reduction pursuant to this paragraph will not permit such Registration Statement first reduce all Registrable Securities other than those issued pursuant to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New Registration Statements with be and keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors). In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination the manner thereof. Any reduction pursuant to this paragraph will first reduce all securities that the Commission will are not permit Registrable Securities (including securities included in such Registration Statement pursuant to a Permitted Registration (as defined in the Securities Purchase Agreement)), if any such securities are permitted by the Required Holders to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company included in accordance with the Commission promptly thereafter may be so utilized)terms of this Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within thirty (30) calendar days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case, until such time as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or more New (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statements Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Commission resale thereof by such Investor as contemplated above). Any reduction made to securities included in a Registration Statement in accordance with this Section 2(c2(f) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective shall not constitute a Filing Failure, Effectiveness Failure or a Maintenance Failure and shall not be subject to the Prospectuses contained therein are available for use by the Investorpayment requirements under Section 2(e).

Offering. If In the Staff event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall (X) reduce, and if necessary, eliminate, in this Agreement order, (i) any Registrable Securities that are not Shares or PA Warrant Shares then (ii) any Registrable Securities that are not Shares, then (Y) if necessary, reduce the number of shares to be included by all Investors on a pro rata basis (based upon the contrary, if after giving effect number of Registrable Securities otherwise required to be included for each Investor) unless the actions referred to inclusion of shares by a particular Investor or a particular set of Investors are resulting in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors). In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination the manner thereof. Notwithstanding anything else to the foregoing, any reduction pursuant to this paragraph will first reduce all securities that the Commission will are not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Registrable Securities,. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 promulgated by the SEC under the Securities Act or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New Registration Statements with be and keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Purchasers participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Purchaser) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Purchasers until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Purchasers on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Purchaser) unless the inclusion of shares by a particular Purchaser or a particular set of Purchasers are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Purchaser or set of Purchasers shall be the only shares subject to reduction (and if by a set of Purchasers on a pro rata basis by such Purchasers or on such other basis as would result in the exclusion of the least number of shares by all such Purchasers); provided, that, with respect to such pro rata portion allocated to any Purchaser, such Purchaser may elect the allocation of such pro rata portion among the Registrable Securities of such Purchaser. In addition, in the event that the Staff or the SEC requires any Purchaser seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at such Purchaser does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementPurchaser, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will SEC does not permit require such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff identification or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective Purchaser accepts such identification and the Prospectuses contained therein are available for use by the Investormanner thereof.

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors); provided, that, with respect to such pro rata portion allocated to any Investor, such Investor may elect the allocation of such pro rata portion among the Registrable Securities of such Investor. In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an ”underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission manner thereof. Any reduction pursuant to this paragraph will not permit such Registration Statement first reduce all Registrable Securities other than those issued pursuant to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New Registration Statements with be and keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section 2(e), in the event the staff of the SEC (the "Staff") or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an "underwriter," then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC's "by or on behalf of the Company" offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors). In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an "underwriter" in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission manner thereof. Any reduction pursuant to this paragraph will not permit such Registration Statement first reduce all Registrable Securities other than those issued pursuant to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New Registration Statements with be and keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to "affiliate" status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors); provided, that, with respect to such pro rata portion allocated to any Investor, such Investor may elect the allocation of such pro rata portion among the Registrable Securities of such Investor. In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an ”underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission manner thereof. Any reduction pursuant to this paragraph will not permit such Registration Statement first reduce all Registrable Securities other than those issued pursuant to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts not be obligated to make any Registration Delay Payments pursuant to Section 2(e) with respect to such reduced number of Registrable Securities as a result thereof, but each affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file one a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or more New Registration Statements with required by the Commission Staff or the SEC) for resale by such Investor in accordance with Section 2(c) a manner acceptable to such Investor, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the Staff or the Commission as addressed in this Section 2(e).

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section 2(e), in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors). In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination the manner thereof. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by the Commission will not permit such Registration Statement Required Holders to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company included in accordance with the Commission promptly thereafter may be so utilized)terms of this Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New Registration Statements with be and keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section 2(e), in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors); provided, that, with respect to such pro rata portion allocated to any Investor, such Investor may elect the allocation of such pro rata portion among the Registrable Securities of such Investor. In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission manner thereof. Any reduction pursuant to this paragraph will not permit such Registration Statement first reduce all Registrable Securities other than those issued pursuant to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner reasonably acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New Registration Statements with be and keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Purchasers participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach such Purchaser) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Purchasers until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Purchasers and other persons included in this Agreement such Registration Statement on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Purchaser) unless the contrary, if after giving effect to the actions referred to inclusion of shares by a particular Purchaser or a particular set of Purchasers are resulting in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Purchaser or set of Purchasers shall be the only shares subject to reduction (and if by a set of Purchasers on a pro rata basis by such Purchasers or on such other basis as would result in the exclusion of the least number of shares by all such Purchasers); provided, that, with respect to such pro rata portion allocated to any Purchaser, such Purchaser may elect the allocation of such pro rata portion among the Registrable Securities of such Purchaser. In addition, in the event that the Staff or the SEC requires any Purchaser seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at such Purchaser does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementPurchaser, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will SEC does not permit require such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff identification or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective Purchaser accepts such identification and the Prospectuses contained therein are available for use by the Investormanner thereof.

Offering. If Notwithstanding anything to the contrary contained in this Agreement, in the event the Staff or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors). In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination the manner thereof. Any reduction pursuant to this paragraph will first reduce all securities that the Commission will are not permit Registrable Securities (including securities included in such Registration Statement pursuant to a Permitted Registration (as defined in the Securities Purchase Agreement)), if any such securities are permitted by the Required Holders to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company included in accordance with the Commission promptly thereafter may be so utilized)terms of this Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within thirty (30) calendar days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case, until such time as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or more New (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statements Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Commission resale thereof by such Investor as contemplated above). Any reduction made to securities included in a Registration Statement in accordance with this Section 2(c2(e) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective shall not constitute a Filing Failure, Effectiveness Failure or a Maintenance Failure and shall not be subject to the Prospectuses contained therein are available for use by the Investorpayment requirements under Section 2(d).

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors). In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination the manner thereof. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by the Commission will not permit such Registration Statement Required Holders to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company included in accordance with the Commission promptly thereafter may be so utilized)terms of this Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New Registration Statements with be and keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If No Investor shall be named as an “underwriter” in any Registration Statement without such Investor’s prior written consent. Notwithstanding anything to the contrary contained in this Agreement, in the event the Staff or the Commission SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Company, or in any other manner, such that the Staff or the SEC does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors, on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors). In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission manner thereof. Any reduction pursuant to this paragraph will not permit such Registration Statement first reduce all Registrable Securities other than those issued pursuant to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Subscription Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company shall signed by such Investor, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall, following such request, use its commercially reasonable best efforts to file one or more New Registration Statements with cause to be declared effective and to keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor, (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable), or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the InvestorStatement under this Agreement.

Offering. If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities or if the Commission does not permit such Registration Statement to become effective and used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor.

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, Holder without being named therein as an “underwriter,” then the Company Partnership shall reduce the number of Registrable Securities units to be included in such Registration Statement (after consultation with by the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) Holder until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement In making such reduction, the Partnership shall reduce the number of units to be included by the contraryHolder . In addition, if after giving effect to the actions referred to in the immediately preceding sentence, event that the Staff or the Commission does not SEC requires the Holder to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and Holder does not fixed prices), the Company shall not request acceleration of the Effective Date of consent to being so named as an underwriter in such Registration Statement, then the Company Partnership shall promptly (but in no event later than 48 hours) request reduce the withdrawal total number of such Registration Statement pursuant Registrable Securities to Rule 477 under be registered on behalf of the Securities ActHolder, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until the Holder accepts such identification and non-appealable determination that the Commission manner thereof. Any reduction pursuant to this paragraph will not permit such Registration Statement first reduce all Registrable Securities other than those issued pursuant to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company Holder shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to file one or more New Registration Statements with cause to be and keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective and the Prospectuses contained therein are available for use special demand right under this sentence may be exercised by the InvestorHolder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above).

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section 2(e), in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors); provided, that, with respect to such pro rata portion allocated to any Investor, such Investor may elect the allocation of such pro rata portion among the Registrable Securities of such Investor. In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission manner thereof. Any reduction pursuant to this paragraph will not permit such Registration Statement first reduce all Registrable Securities other than those issued pursuant to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Amendment Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New Registration Statements with be and keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If Notwithstanding anything to the contrary contained in this Agreement, in the event the Staff or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors); provided, that, with respect to such pro rata portion allocated to any Investor, such Investor may elect the allocation of such pro rata portion among the Registrable Securities of such Investor. In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)manner thereof. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within forty-five (45) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New be and keep effective such Registration Statement in the same manner as otherwise contemplated in this Agreement for Registration Statements with the Commission hereunder, in accordance with Section 2(c) each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the InvestorStatement under this Agreement.

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section 2(e), in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors). In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission manner thereof. Any reduction pursuant to this paragraph will not permit such Registration Statement first reduce all Registrable Securities other than those issued pursuant to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New Registration Statements with be and keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hourshours after the conclusion of any discussions with the Staff and the Commission with respect thereto) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor.

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section 2(d), in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors); provided, that, with respect to such pro rata portion allocated to any Investor, such Investor may elect the allocation of such pro rata portion among the Registrable Securities of such Investor. In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission manner thereof. Any reduction pursuant to this paragraph will not permit such Registration Statement first reduce all Registrable Securities other than those issued pursuant to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New Registration Statements with be and keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, if the Company desires to sell any Shares to the Investor that are not covered by an Initial Registration Statement or New Registration Statement, the Company shall then use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor.

Offering. If the Staff or the Commission seeks to characterize prevent the Company from including any offering pursuant or all of the securities, including Registrable Securities, proposed to be registered under a Registration Statement filed pursuant due to this Agreement as constituting an offering limitations on the use of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices)415, or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c2(b), the Company is otherwise required by the Staff or the Commission to reduce the number of securities, including Registrable Securities Securities, included in such Registration Statement, then the Company shall reduce the number of Registrable Securities securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities maximum number of securities as is permitted to be removed therefrom) until such time as the Staff and registered by the Commission shall so permit such Registration Statement to become effective and be used as aforesaid(the “Maximum Number of Securities”). Notwithstanding anything any provision herein or in this the Purchase Agreement to the contrary, if after giving effect the Investor’s registration rights with regards to the actions referred Registrable Securities as set forth in this Agreement shall be (i) qualified as necessary to in the immediately preceding sentence, comport with any requirement of the Staff or the Commission does not permit such and (ii) subject in priority to the senior registration rights granted pursuant to the Warrant Agreement, the Initial Stockholders Registration Statement to become effective Rights Agreement, and be used for resales any other pre-existing senior registration rights granted by the Investor on a delayed or continuous basis Company, and equal in priority to the registration rights granted pursuant to the CF Principal Registration Rights Agreement. Accordingly, to the extent that the Maximum Number of Securities exceeds the aggregate number of securities proposed to be registered pursuant to registration rights under Rule 415 at then-prevailing market prices (this Agreement, the Initial Stockholders Registration Rights Agreement and not fixed prices)the CF Principal Registration Rights Agreement, the Company shall not request acceleration include, up to the Maximum Number of the Effective Date of Securities, in any such Registration Statement: (A) first, any shares of Common Stock underlying the Public Warrants pursuant to the registration rights set forth in the Warrant Agreement; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), any securities of holders exercising their rights to register such securities pursuant to the Initial Stockholders Registration Rights Agreement, (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), then, the following, all equal in priority: any securities of holders exercising their rights to register such securities pursuant to the CF Principal Registration Rights Agreement, any securities of holders exercising their rights to register such securities pursuant to the March 2023 Financing Registration Rights Agreement, any Registrable Securities of holders exercising their rights to register their Registrable Securities pursuant to this Agreement, and any security holders exercising their rights to register such securities pursuant to any registration statement of the Company signed on or about the date hereof, in the case of this clause (C), such aggregate number of registrable securities to be allocated amongst the holders thereof pro rata based on the respective number of registrable securities that each holder has requested to be included for registration. Any Registrable Securities that are excluded in accordance with the foregoing terms are hereinafter referred to as “Cut Back Securities.” To the extent Cut Back Securities exist, promptly following such time as may be permitted by the SEC, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such be required to file a Registration Statement pursuant covering the resale of the Cut Back Securities (subject also to Rule 477 under the Securities Act, terms of this Section 2) and the Effectiveness Deadline shall automatically be deemed use its reasonable best efforts to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit cause such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investoras promptly as practicable thereafter.

Offering. If the Staff staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any the initial Registration Statement with the SEC pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission SEC has made a final and non-appealable determination that the Commission SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission SEC that a New new Registration Statement filed by the Company with the Commission SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New additional Registration Statements with the Commission in accordance with Section 2(c2(d) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses prospectus contained therein are is available for use by the Investor.

Offering. If Notwithstanding anything to the contrary contained in this Agreement, in the event the Staff or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors); provided, that, with respect to such pro rata portion allocated to any Investor, such Investor may elect the allocation of such pro rata portion among the Registrable Securities of such Investor. In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will SEC does not permit require such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff identification or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective Investor accepts such identification and the Prospectuses contained therein are available for use by the Investormanner thereof.

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section 2(e), in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor). The Investors shall have the right to participate or have their counsel participate in this Agreement any meetings or discussions with the Staff regarding the Staff’s position and to comment or have their counsel comment on any written submission made to the contrary, if after giving effect Staff with respect thereto. No such written submission shall be made to the actions referred Staff to which an Investor’s counsel reasonably objects. In addition, in the immediately preceding sentence, event that the Staff or the Commission does not SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an ”underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination the manner thereof. Any reduction pursuant to this paragraph will first reduce all securities that the Commission will are not permit Registrable Securities, if any such Registration Statement securities are permitted by Required Holders to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company included in accordance with the Commission promptly thereafter may be so utilized)terms of this Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company shall use its commercially reasonable efforts signed by such Investor, the Company to file one a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or more New Registration Statements with required by the Commission Staff or the SEC) for resale by such Investor in accordance with Section 2(c) a manner acceptable to such Investor, and the Company shall, following such request, cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section 2(e), in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors); provided, that, with respect to such pro rata portion allocated to any Investor, such Investor may elect the allocation of such pro rata portion among the Registrable Securities of such Investor. In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission manner thereof. Any reduction pursuant to this paragraph will not permit such Registration Statement first reduce all Registrable Securities other than those issued pursuant to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilizedSecurities Purchase Agreement, including those securities set forth on Schedule 2(i). In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New Registration Statements with be and keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section 2(e), in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall first remove from such Registration Statement all securities other than Registrable Securities proposed to be included therein until all such other securities shall have been removed, and thereafter shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors); provided, that, with respect to such pro rata portion allocated to any Investor, such Investor may elect the allocation of such pro rata portion among the Registrable Securities of such Investor. In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an ”underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at Investor until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)manner thereof. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within sixty (60) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New be and keep effective such Registration Statement in the same manner and for the same period of time otherwise contemplated in this Agreement for Registration Statements with required to be filed hereunder. Notwithstanding anything contained herein to the Commission contrary, in accordance with Section 2(c) until such time no event will any holder be entitled to any Registration Delay Payments as all a result of the withdrawal or exclusion of its Registrable Securities have been included in from a Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the InvestorStatement pursuant to this paragraph.

Offering. If Notwithstanding anything to the contrary contained in this Agreement, in the event the Staff or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors). In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission manner thereof. Any reduction pursuant to this paragraph will not permit such Registration Statement first reduce all Registrable Securities other than those issued pursuant to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New Registration Statements with be and keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) (assuming, for purposes of the foregoing determination, “cashless exercise” of all Warrants), or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section 2(e), in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors). In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination the manner thereof. Any reduction pursuant to this paragraph will first reduce all securities that the Commission will are not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Registrable Securities. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New Registration Statements with be and keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If the Staff Upon disclosure of such information or the Commission seeks termination of the condition described above, the Partnership shall provide prompt notice to characterize the Selling Holders whose Registrable Securities are included in the Registration Statement and shall promptly terminate any offering suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. If (i) the Selling Holders shall be prohibited from selling their Registrable Securities under the Registration Statement or other registration statement contemplated by this Agreement as a result of a suspension pursuant to a the immediately preceding paragraph in excess of the periods permitted therein or (ii) the Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 30 days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Partnership shall pay the Selling Holders an amount equal to the Liquidated Damages, following the earlier of (x) the date on which the suspension period exceeded the permitted period and (y) the thirty-first (31st) day after the Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its intended purposes, as liquidated damages and not as a penalty (for purposes of calculating Liquidated Damages, the date in (x) or (y) above shall be deemed the “90th day,” as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted on the date that notice that the suspension has been terminated is delivered to the Selling Holders. Liquidated Damages shall cease to accrue pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by paragraph upon the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date Purchased Units of such Registration Statement, Holder becoming eligible for resale without restriction and without the Company shall promptly need for current public information under any section of Rule 144 (but or any similar provision then in no event later than 48 hourseffect) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, assuming that such Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event payment of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the InvestorLiquidated Damages ceases.

Offering. If Without limiting any of the Staff Company’s obligations under Section 2(e), in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission SEC has made a final and non-appealable determination that the Commission SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company has and the Investor have received assurances from the Staff or the Commission SEC reasonably acceptable to Legal Counsel that a New new Registration Statement filed by the Company with the Commission SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to the first sentence this paragraph, the Company shall use its commercially reasonable efforts to file one or more New additional Registration Statements with the Commission in accordance with Section 2(c2(d) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses prospectus contained therein are is available for use by the Investor.

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce remove from the number Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement In making such reduction, the Company shall remove from the Registration Statement the number of Registrable Securities to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) with such reduction being applied first with respect to the contrary, if after giving effect Interest Shares (unless any Investor determines otherwise with respect to its pro rata share of Registrable Securities) unless the actions referred to inclusion of the Registrable Securities by a particular Investor or a particular set of Investors are resulting in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the Registrable Securities held by such Investor or set of Investors shall be the only Registrable Securities subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of Registrable Securities by all such Investors). In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission manner thereof. Any reduction pursuant to this paragraph will not permit such Registration Statement first reduce all Registrable Securities other than those issued pursuant to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New Registration Statements with be and keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section 2(e), in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors). In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission manner thereof. Any reduction pursuant to this paragraph will not permit such Registration Statement first reduce all Registrable Securities other than those issued pursuant to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Transaction Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within 30 days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner reasonably acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New Registration Statements with be and keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) the Registrable Securities may be resold by such Investor without restriction (including volume limitations) pursuant to Rule 144(k) of the 1933 Act (taking account of any Staff position with respect to “affiliate” status) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If the Staff or at any time the Commission seeks to characterize takes the position that the offering of some or all of the Registrable Securities in any offering pursuant to a Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor made on a delayed or continuous basis under the provisions of Rule 415 at then-prevailing market prices under the Securities Act or requires the Investor to be named as an “underwriter,” the Company shall (i) promptly notify the Investor and (ii) make commercially reasonable efforts to persuade the Commission that the offering contemplated by such Registration Statement is a valid secondary offering and not fixed prices)an offering “by or on behalf of the issuer” as defined in Rule 415 and that the Investor is not an “underwriter.” The Investor shall have the right to have Legal Counsel, at the Investor’s expense, to review and oversee any registration or if after the filing of any Registration Statement matters pursuant to this Section 2(a) 2.6, including participation in any meetings or discussions with the Staff regarding the Commission’s position and to comment on any written submission made to the Commission with respect thereto. No such written submission with respect to this matter shall be made to the Commission to which the Investor or Legal Counsel reasonably objects. In the event that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 2(c)2.6, the Commission refuses to alter its position, the Company is otherwise required by shall (i) remove from such Registration Statement such portion of the Staff or Registrable Securities and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the Commission may require to reduce assure the number Company’s compliance with the requirements of Registrable Securities included in such Registration StatementRule 415; provided, then however, that the Company shall reduce not name the number of Registrable Securities to be included Investor as an “underwriter” in such Registration Statement (after consultation with without the prior written consent of the Investor and Legal Counsel as (provided that, in the event the Investor withholds such consent, the Company shall have no obligation hereunder to the specific include any Registrable Securities to be removed therefrom) in any Registration Statement covering the resale thereof until such time as the Staff and Commission no longer requires the Commission shall so permit Investor to be named as an “underwriter” in such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement Investor otherwise consents in writing to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be being so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilizednamed). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) 2.4 until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor. Notwithstanding any provision herein or in the Investment Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified to the extent necessary to comport with any requirement of the Staff or the Commission.

Offering. If the Staff or the Commission seeks to characterize prevent the Company from including any offering pursuant or all of the Registrable Securities proposed to be registered under a Registration Statement filed pursuant due to this Agreement as constituting an offering limitations on the use of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices)415, or if after the filing of any Registration Statement Statement, or any Prospectus or Prospectus Supplement, pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) ), to no more than the maximum number of securities as is permitted to be registered by the Commission until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor of Registrable Securities on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable best efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor.

Offering. If the Staff staff of the Commission (the “Staff”) or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of any the initial Registration Statement with the Commission pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (after consultation with the prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom, which consent shall not be unreasonably withheld, delayed, denied, or conditioned) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration StatementStatement and, in its sole and absolute discretion, may take such steps as may be required for such Registration Statement to become effective pursuant to Section 8 of the Securities Act. If not, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has and the Investor have received assurances from the Staff or the Commission reasonably acceptable to Legal Counsel that a New new Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New additional Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses prospectus contained therein are is available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the Commission or the Staff as addressed in this Section 2(f).

Offering. If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a2.01(a) or Section 2(c2.01(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c2.01(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified to the extent necessary to comport with any requirement of the Staff or the Commission.

Offering. If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor Investors on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices)415, or if after the filing of any Registration Statement pursuant to Section 2(a) ), Section 2(c), or Section 2(c2(g), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor Investors and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor Investors on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices)415, the Company shall not request acceleration of the Effective Date of such Registration Statement, Statement and the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall then use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) as promptly as practicable until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the InvestorInvestors. For the avoidance of doubt, if Form S-3 is not available for the inclusion of all Registrable Securities thereon, the obligation under Section 2(a), (c) and (e) to file an Initial Registration Statement or a New Registration Statement shall include the obligation to file such Registration Statement(s) on Form S-1 (or any successor or equivalent form).

Offering. If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor Holders on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices)415, or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c2(b), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor Holders and Legal Counsel their legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor Holders on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices)415, the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c2(b) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the InvestorHolders.

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event the amount of Registrable Securities which may be included in the Registration Statement is limited due to SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, the Company shall use its best efforts to register such maximum portion of the Registrable Securities as permitted by SEC Guidance. If any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by an Investor as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor). In the event of a cutback hereunder, the Company shall give the Investor at least 5 Trading Days prior written notice along with the calculations as to such Investor’s allotment. In addition, in the event that the Staff or the Commission seeks SEC requires any Investor seeking to characterize any offering pursuant to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as constituting an offering of securities that does not “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and does not fixed prices), or if after the filing of any Registration Statement pursuant consent to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included being so named as an underwriter in such Registration Statement, then then, in each such case, the Company shall reduce the total number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor registered on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination the manner thereof. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by the Commission will not permit such Registration Statement Required Holders to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company included in accordance with the Commission promptly thereafter may be so utilized)terms of this Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New an additional Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use Statement by the InvestorFiling Deadline.

Offering. If the Staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission SEC to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission SEC has made a final and non-appealable determination that the Commission will SEC shall not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission SEC that a New Subsequent Registration Statement filed by the Company with the Commission SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Subsequent Registration Statements with the Commission in accordance with Section 2(c) SEC until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the Staff or the SEC as addressed in this Section 2(c).

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Company, or in any other manner, such that the Staff or the SEC does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors); provided, that, with respect to such pro rata portion allocated to any Investor, such Investor may elect the allocation of such pro rata portion among the Registrable Securities of such Investor. In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission manner thereof. Any reduction pursuant to this paragraph will not permit such Registration Statement first reduce all Registrable Securities other than those issued pursuant to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New Registration Statements with be and keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If the Staff staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor Investors on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to each of the Investors), or if after the filing of any the initial Registration Statement with the SEC pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (after consultation with the Investor prior consent of each of the Investors and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission SEC does not permit such Registration Statement to become effective and be used for resales by the Investor Investors on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to each of the Investors), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission SEC has made a final and non-appealable determination that the Commission SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company has and the Investors have received assurances from the Staff or the Commission SEC reasonably acceptable to Legal Counsel that a New new Registration Statement filed by the Company with the Commission SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New additional Registration Statements with the Commission in accordance with Section 2(c2(d) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses prospectus contained therein are is available for use by the InvestorInvestors.

Offering. If The Units will be offered and sold to the Staff or the Commission seeks to characterize any offering Initial Purchasers pursuant to an exemption from the registration requirements under the Act. The Company has prepared a preliminary offering memorandum, dated February 5, 1998 (the "Preliminary Offering Memorandum"), and a final offering memorandum, dated February 23, 1998 (the "Offering Memorandum"), relating to the Company, the Units, the Notes and the Warrants. The Initial Purchasers have advised the Company that the Initial Purchasers will make offers (the "Exempt Resales") of the Units on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs") and (ii) non-U.S. persons outside the United States in reliance upon Regulation S ("Regulation S") under the Act (each, a "Regulation S Investor"). The QIBs and the Regulation S Investors are collectively referred to herein as the "Eligible Purchasers." The Initial Purchasers will offer the Units to such Eligible Purchasers initially at the price set forth herein. Such price may be changed at any time without notice. Holders (including subsequent transferees) of the Notes will have the registration rights set forth in the registration rights agreement relating thereto (the "Registration Statement filed pursuant Rights Agreement") in the form agreed to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices Company and the Initial Purchasers, and holders (and not fixed pricesincluding subsequent transferees) of the Warrants will have the registration rights set forth in the registration rights agreement relating thereto (the "Warrant Registration Rights Agreement"), in each case, to be dated the Closing Date, in the form agreed to by the Company and the Initial Purchasers, for so long as such Notes, Warrants or if after any Warrant Shares constitute "Transfer Restricted Securities" (as defined in each such agreement, respectively). Pursuant to the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c)Rights Agreement, the Company is otherwise required by The Company will use a portion of the Staff or net proceeds from the Commission sale of the Units to reduce the number purchase a portfolio of Registrable Government Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as pursuant to the specific Registrable Pledge Agreement (the "Pledged Securities") in an amount sufficient to provide for payment in full of the first four scheduled interest payments due on the Notes. The Pledged Securities to will be removed therefrompledged as security for the benefit of the Initial Purchasers and other holders of the Notes (including subsequent transferees) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement pursuant to the contraryPledge Agreement, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement form agreed to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with and the Commission promptly thereafter may be so utilized)Initial Purchasers. In the event of any reduction in Registrable Securities pursuant to this paragraphThis Agreement, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with Notes, the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective Units, the Warrant Agreement, the Warrant Shares, the Indenture and the Prospectuses contained therein Registration Rights Agreements, are available for use by hereinafter sometimes referred to collectively as the Investor"Operative Documents."

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section 2(e), in the event the staff of the Commission (the “Staff”) or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Issuer, as evidenced in a comment letter from the Commission with respect to the Registration Statement, such that does the Staff or the Commission do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company Issuer shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement In making such reduction, the Issuer shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the contrary, if after giving effect number of Registrable Securities otherwise required to be included for each Investor) unless the actions referred to inclusion of shares by a particular Investor or a particular set of Investors are resulting in the immediately preceding sentenceStaff or the Commission’s “by or on behalf of the Issuer” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors). In addition, in the event that the Staff or the Commission does not requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and does not fixed prices), the Company shall not request acceleration of the Effective Date of consent to being so named as an underwriter in such Registration Statement, then, in each such case, the Company Issuer shall promptly (but in no event later than 48 hours) request reduce the withdrawal total number of Registrable Securities to be registered on behalf of such Registration Statement pursuant to Rule 477 under the Securities ActInvestor, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)manner thereof. In the event of any Any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as paragraph will first reduce all Registrable Securities have been included in Registration Statements that have been declared effective other than the Conversion Shares and the Prospectuses contained therein are available for use by the InvestorWarrant Shares.

Offering. If In the Staff event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of any the initial Registration Statement with the SEC pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission SEC has made a final and non-appealable determination that the Commission SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company has and the Investor have received assurances from the Staff or the Commission SEC reasonably acceptable to Legal Counsel that a New new Registration Statement filed by the Company with the Commission SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New additional Registration Statements with the Commission in accordance with Section 2(c2(d) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses prospectus contained therein are is available for use by the Investor.

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors). In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission manner thereof. Any reduction pursuant to this paragraph will not permit such Registration Statement first reduce all Registrable Securities other than those issued pursuant to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New Registration Statements with be and keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) (assuming, for purposes of the foregoing determination, “cashless exercise” of all Warrants), or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section 2(e), in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), without being named therein as an “underwriter,” then the Company is otherwise required by the Staff or the Commission to shall reduce the number of Registrable Securities shares to be included in such Registration StatementStatement by all Investors until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, then the Company shall reduce the number of Registrable Securities to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors 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 Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors); provided, that, with respect to such pro rata portion allocated to any Investor, such Investor may elect the allocation of such pro rata portion among the Registrable Securities of such Investor. In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement (after consultation with the Investor and Legal Counsel as filed pursuant to the specific Registrable Securities this Agreement to be removed therefrom) until such time specifically identified as the Staff and the Commission shall so an “underwriter” in order to permit such Registration Statement to become effective effective, and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission such Investor does not permit consent to being so named as an underwriter in such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission manner thereof. Any reduction pursuant to this paragraph will not permit such Registration Statement first reduce all Registrable Securities other than those issued pursuant to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or such other applicable rule adopted by the SEC or required by the Staff or the SEC) for resale by such Investor of its Registrable Securities in a manner reasonably acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New Registration Statements with be and keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner reasonably acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section 2(e), in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors); provided, that, with respect to such pro rata portion allocated to any Investor, such Investor may elect the allocation of such pro rata portion among the Registrable Securities of such Investor. In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an ”underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission manner thereof. Any reduction pursuant to this paragraph will not permit such Registration Statement first reduce all Registrable Securities other than those issued pursuant to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New Registration Statements with be and keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section 2(e), in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors). In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission manner thereof. Any reduction pursuant to this paragraph will not permit such Registration Statement first reduce all Registrable Securities other than those issued pursuant to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New Registration Statements with be and keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If the Staff staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any the initial Registration Statement with the SEC pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission SEC has made a final and non-appealable determination that the Commission SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission SEC that a New new Registration Statement filed by the Company with the Commission SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New additional Registration Statements with the Commission in accordance with Section 2(c2(d) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses prospectus contained therein are is available for use by the Investor.

Offering. If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified to the extent necessary to comport with any requirement of the Staff or the Commission.

Offering. If the Staff staff of the Commission (the “Staff”) or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of any the initial Registration Statement with the Commission pursuant to Section 2(a) or Section 2(c‎2‎(a), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (after consultation with the prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom, which consent shall not be unreasonably withheld, delayed, denied, or conditioned) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration StatementStatement and, in its sole and absolute discretion, may take such steps as may be required for such Registration Statement to become effective pursuant to Section 8 of the Securities Act. If not, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has and the Investor have received assurances from the Staff or the Commission reasonably acceptable to Legal Counsel that a New new Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New additional Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses prospectus contained therein are is available for use by the Investor.

Offering. If the Staff or the Commission seeks to characterize prevent the Company from including any offering pursuant or all of the Registrable Securities proposed to be registered under a Registration Statement filed pursuant due to this Agreement as constituting an offering limitations on the use of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices)415, or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) ), to no more than the maximum number of securities as is permitted to be registered by the Commission until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the Staff or the Commission.

Offering. If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company Statement and shall promptly (but in no event later than 48 hoursthe second Business Day following notification by the Staff) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register the Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the Staff or the Commission as addressed in this Section 2(e).

Offering. If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and to be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company Statement and shall promptly (but in no event later than 48 hoursthe second Business Day following final notification by the Staff) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the Staff or the Commission as addressed in this Section 2(e).

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section 2(e), in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after as otherwise may be acceptable to the filing of any Registration Statement pursuant to Section 2(aInvestors participating therein) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors participating therein until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor whose Registrable Securities are included in this Agreement to such Registration Statement) unless the contrary, if after giving effect to the actions referred to inclusion of shares by a particular Investor or a particular set of Investors are resulting in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors); provided, that, with respect to such pro rata portion allocated to any Investor, such Investor may elect the allocation of such pro rata portion among the Registrable Securities of such Investor. In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission manner thereof. Any reduction pursuant to this paragraph will not permit such Registration Statement first reduce all Registrable Securities other than those issued pursuant to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a Registration Statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner reasonably acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New be and keep effective such Registration Statement in the same manner as otherwise contemplated in this Agreement for Registration Statements with the Commission hereunder, in accordance with Section 2(c) each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner reasonably acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Parent, or in any other manner, such that does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, Buyer then the Company Parent shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with by the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) Buyer until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contraryIn addition, if after giving effect to the actions referred to in the immediately preceding sentence, event that the Staff or the Commission does not SEC requires the Buyer to be specifically identified as an ”underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and Buyer does not fixed prices), the Company shall not request acceleration of the Effective Date of consent to being so named as an underwriter in such Registration Statement, then, in each such case, the Company Parent shall promptly (but in no event later than 48 hours) request reduce the withdrawal total number of such Registration Statement pursuant Registrable Securities to Rule 477 under be registered on behalf of the Securities ActBuyer, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made SEC does not require such identification or until the Buyer accepts such identification and the manner thereof. With regard to any reduced Registrable Securities, upon a final and non-appealable determination that written request to the Commission will not permit Parent signed by the Buyer, the Parent shall file a registration statement within twenty (20) days of such Registration Statement request (subject to be so utilized (unless prior to such time the Company has received assurances from any restrictions imposed by Rule 415 or required by the Staff or the Commission that SEC) for resale by the Buyer in a New manner acceptable to the Buyer, and the Parent shall following such request cause to be and keep effective such Registration Statement filed by in the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction same manner as otherwise contemplated in Registrable Securities pursuant to this paragraphAgreement for other registration statements hereunder, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) each case until such time as as: (i) all Registrable Securities held by the Buyer have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Buyer or (ii) all Registrable Securities may be resold by the Buyer without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) and legal counsel to the Parent provides and opinion to such effect to the Buyer in form reasonably acceptable to the Buyer or (iii) the Buyer agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Buyer as to all Registrable Securities held by the Buyer and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective and the Prospectuses contained therein are available for use special demand right under this sentence may be exercised by the InvestorBuyer multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Buyer as contemplated above).

Offering. If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Investor Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the Staff or the Commission as addressed in this Section 2(e).

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section 2(e), in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after as otherwise may be acceptable to the filing of any Registration Statement pursuant to Section 2(aInvestors participating therein) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors participating therein until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor whose Registration Securities are included in this Agreement to such Registration Statement) unless the contrary, if after giving effect to the actions referred to inclusion of shares by a particular Investor or a particular set of Investors are resulting in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors); provided, that, with respect to such pro rata portion allocated to any Investor, such Investor may elect the allocation of such pro rata portion among the Registrable Securities of such Investor. In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission manner thereof. Any reduction pursuant to this paragraph will not permit such Registration Statement first reduce all Registrable Securities other than those issued pursuant to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a Registration Statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New be and keep effective such Registration Statement in the same manner as otherwise contemplated in this Agreement for Registration Statements with the Commission hereunder, in accordance with Section 2(c) each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If In the Staff event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number holders of Registrable Securities included in (or as otherwise may be acceptable to such Registration Statement, holder) without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall (i) reduce, and if necessary, eliminate, in this Agreement order (A) any Registrable Securities that are not Securities or then; (B) any Registrable Securities that are not Securities, then (ii) if necessary, reduce the number of shares to be included by all Investors on a pro rata basis (based upon the contrary, if after giving effect number of Registrable Securities otherwise required to be included for each Investor) unless the actions referred to inclusion of shares by a particular Investor or a particular set of Investors are resulting in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors). In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination the manner thereof. Notwithstanding anything else to the foregoing, any reduction pursuant to this paragraph will first reduce all securities that the Commission will are not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Registrable Securities. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within 30 days of such request (subject to any restrictions imposed by Rule 415 promulgated by the SEC under the 1933 Act or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New Registration Statements with be and keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor; (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable); or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If Notwithstanding anything to the contrary contained in this Agreement, in the event the Staff or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors). In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination the manner thereof. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by the Commission will not permit such Registration Statement Required Holders to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company included in accordance with the Commission promptly thereafter may be so utilized)terms of this Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within thirty (30) calendar days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case, until such time as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or more New (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statements Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Commission resale thereof by such Investor as contemplated above). Any reduction made to securities included in a Registration Statement in accordance with this Section 2(c2(e) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and shall not constitute a breach of the Prospectuses contained therein are available for use by the InvestorCompany’s obligations hereunder.

Offering. If the Staff staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of any the initial Registration Statement with the SEC pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (after consultation with the prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom, which consent shall not be unreasonably withheld, delayed, denied, or conditioned) until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration StatementStatement or, in its sole and absolute discretion, take such steps as may be required for such Registration Statement to become effective pursuant to Section 8 of the Securities Act. If not, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission SEC has made a final and non-appealable determination that the Commission SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company has and the Investor have received assurances from the Staff or the Commission SEC reasonably acceptable to Legal Counsel that a New new Registration Statement filed by the Company with the Commission SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New additional Registration Statements with the Commission in accordance with Section 2(c2(d) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses prospectus contained therein are is available for use by the Investor.

Offering. If No Investor shall be named as an “underwriter” in any Registration Statement without such Investor’s prior written consent. Notwithstanding anything to the contrary contained in this Agreement, in the event the Staff or the Commission SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Company, or in any other manner, such that the Staff or the SEC does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors, on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors). In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)manner thereof. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company shall signed by such Investor, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall, following such request, use its commercially reasonable best efforts to file one or more New Registration Statements with cause to be declared effective and to keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor, (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable), or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the InvestorStatement under this Agreement.

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section 2(e), in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors). In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)manner thereof. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company shall use its commercially reasonable efforts signed by such Investor, the Company to file one a registration statement within 90 days of such request (subject to any restrictions imposed by Rule 415 or more New Registration Statements with required by the Commission Staff or the SEC) for resale by such Investor in accordance with Section 2(c) a manner reasonably acceptable to such Investor, and the Company shall, following such request, cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor pursuant to Rule 144(b)(1) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If In the Staff event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number holders of Registrable Securities included in (or as otherwise may be acceptable to such Registration Statement, holder) without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall (x) reduce, and if necessary, eliminate, in this Agreement order (i) any Registrable Securities that are not Securities or PA Warrant Shares then; (ii) any Registrable Securities that are not Securities, then (y) if necessary, reduce the number of shares to be included by all Investors on a pro rata basis (based upon the contrary, if after giving effect number of Registrable Securities otherwise required to be included for each Investor) unless the actions referred to inclusion of shares by a particular Investor or a particular set of Investors are resulting in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors). In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination the manner thereof. Notwithstanding anything else to the foregoing, any reduction pursuant to this paragraph will first reduce all securities that the Commission will are not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Registrable Securities. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within 30 days of such request (subject to any restrictions imposed by Rule 415 promulgated by the SEC under the Securities Act or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New Registration Statements with be and keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor; (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable); or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If the Staff staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-then- prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of any the initial Registration Statement with the SEC pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (after consultation with the prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission SEC has made a final and non-non- appealable determination that the Commission SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company has and the Investor have received assurances from the Staff or the Commission SEC reasonably acceptable to Legal Counsel that a New new Registration Statement filed by the Company with the Commission SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New additional Registration Statements with the Commission in accordance with Section 2(c2(d) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses prospectus contained therein are is available for use by the Investor.

Offering. If Notwithstanding anything to the contrary contained in this Agreement, in the event the Staff or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors). In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination the manner thereof. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by the Commission will not permit such Registration Statement Required Holders to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company included in accordance with the Commission promptly thereafter may be so utilized)terms of this Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner reasonable acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New Registration Statements with be and keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for the current public information required by Rule 144(c)(1) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement. For avoidance of doubt, in the event that have been declared effective and the Prospectuses contained therein are available for use by number of shares being registered is reduced pursuant to this Section 2(f), the InvestorCompany shall owe no Registration Delay Payments or other payments due to such reduction.

Offering. If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of any the initial Registration Statement with the Commission pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (after consultation with the prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom, which consent shall not be unreasonably withheld, delayed, denied, or conditioned) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration StatementStatement and, in its sole and absolute discretion, may take such steps as may be required for such Registration Statement to become effective pursuant to Section 8 of the Securities Act. If not, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-non- appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has and the Investor have received assurances from the Staff or the Commission reasonably acceptable to Legal Counsel that a New new Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New additional Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses prospectus contained therein are is available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the Commission or the Staff as addressed in this Section 2(f).

Offering. If the Staff or the Commission seeks to characterize prevent the Company from including any offering pursuant or all of the Registrable Securities proposed to be registered under a Registration Statement filed pursuant due to this Agreement as constituting an offering limitations on the use of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices)415, or if after the filing of any Registration Statement Statement, or any Prospectus or Prospectus Supplement, pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) ), to no more than the maximum number of securities as is permitted to be registered by the Commission until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor of Registrable Securities on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable best efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor.

Offering. If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after reasonable consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor.

Offering. If the Staff staff of the Commission (the “Staff”) or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of any the initial Registration Statement with the Commission pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (after consultation with the prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom, which consent shall not be unreasonably withheld, delayed, denied, or conditioned) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New additional Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses prospectus contained therein are is available for use by the Investor.

Offering. If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor Holder on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices)415, or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c2(b), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor Holder and Legal Counsel their legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor Holder on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices)415, the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c2(b) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the InvestorHolder.

Offering. If If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the Staff closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Commission seeks Partnership may, at its election, give written notice of such determination to characterize the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering pursuant any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Partnership of such withdrawal at or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Partnership requesting that such Holder not receive notice from the Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Registration Statement filed Holder (unless subsequently revoked), the Partnership shall not be required to deliver any notice to such Holder pursuant to this Agreement as constituting an offering of securities that does not permit Section 2.02(a) and such Registration Statement Holder shall no longer be entitled to become effective and be used for resales participate in Underwritten Offerings by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement Partnership pursuant to this Section 2(a) or Section 2(c2.02(a), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company . The Holders indicated on Schedule A hereto as having opted out shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically each be deemed to have elapsed with respect to such Registration Statement at such time delivered an Opt-Out Notice as of the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investordate hereof.

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section 2(e), in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors). In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission manner thereof. Any reduction pursuant to this paragraph will not permit such Registration Statement first reduce all Registrable Securities other than those issued pursuant to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New Registration Statements with be and keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section 2(j) in the event the staff of the SEC (the “Staff”) or the Commission SEC 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 does the Staff or the SEC do not permit such Shelf Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after as otherwise may be acceptable to the filing of any Registration Statement pursuant to Section 2(aInvestors participating therein) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Shelf Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors participating therein until such time as the Staff and the Commission SEC shall so permit such Shelf Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor whose Registration Securities are included in this Agreement to such Registration Statement) unless the contrary, if after giving effect to the actions referred to inclusion of shares by a particular Investor or a particular set of Investors are resulting in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors); provided, that, with respect to such pro rata portion allocated to any Investor, such Investor may elect the allocation of such pro rata portion among the Registrable Securities of such Investor. In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an ”underwriter” in order to permit such Shelf Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission manner thereof. Any reduction pursuant to this paragraph will not permit such Registration Statement first reduce all Registrable Securities other than those issued pursuant to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New Registration Statements with be and keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor; (ii) solely if the applicable Registration Statement is a Shelf Registration Statement that is not related to an Underwritten Offering, all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce remove from the number Registration Statement such portion of the Registrable Securities (the “Cut-Back Shares”) to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement In making such reduction, the Company shall remove from the Registration Statement the number of Registrable Securities to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) with such reduction being applied first with respect to the contrary, if after giving effect to Warrant Shares unless the actions referred to inclusion of the Registrable Securities by a particular Investor or a particular set of Investors are resulting in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the Registrable Securities held by such Investor or set of Investors shall be the only Registrable Securities subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of Registrable Securities by all such Investors). In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission manner thereof. Any reduction pursuant to this paragraph will not permit such Registration Statement first reduce all Registrable Securities other than those issued pursuant to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC (the “SEC Restrictions”)) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New Registration Statements with be and keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce remove from the number Registration Statement such portion of the Registrable Securities (the “Cut-Back Shares”) to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement In making such reduction, the Company shall remove from the Registration Statement the number of Registrable Securities to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) with such reduction being applied first with respect to the contrary, if after giving effect Warrant Shares (unless any Investor determines otherwise with respect to its pro rata share of Registrable Securities) unless the actions referred to inclusion of the Registrable Securities by a particular Investor or a particular set of Investors are resulting in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the Registrable Securities held by such Investor or set of Investors shall be the only Registrable Securities subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of Registrable Securities by all such Investors). In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission manner thereof. Any reduction pursuant to this paragraph will not permit such Registration Statement first reduce all Registrable Securities other than those issued pursuant to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC (the “SEC Restrictions”)) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New Registration Statements with be and keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section 2(e), in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors). In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission manner thereof. Any reduction pursuant to this paragraph will not permit such Registration Statement first reduce all Registrable Securities other than those issued pursuant to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New Registration Statements with be and keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status and assuming cashless exercise of the Warrants) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If the Staff staff of the Commission (the “Staff”) or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of any the initial Registration Statement with the Commission pursuant to Section 2(a) or Section 2(c‎2(a), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (after consultation with the prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom, which consent shall not be unreasonably withheld, delayed, denied, or conditioned) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration StatementStatement and, in its sole and absolute discretion, may take such steps as may be required for such Registration Statement to become effective pursuant to Section 8 of the Securities Act. If not, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has and the Investor have received assurances from the Staff or the Commission reasonably acceptable to Legal Counsel that a New new Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New additional Registration Statements with the Commission in accordance with Section 2(c‎2(d) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses prospectus contained therein are is available for use by the Investor.

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section 2(e), in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors). In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission manner thereof. Any reduction pursuant to this paragraph will not permit such Registration Statement first reduce all Registrable Securities other than those issued pursuant to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Loan Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall following such request use its commercially reasonable best efforts to file one or more New Registration Statements with cause to be declared effective and to keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until the earlier of such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the InvestorStatement under this Agreement.

Offering. If Notwithstanding anything to the contrary contained in this Agreement, in the event the Staff or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities Warrant Shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of Warrant Shares to be included by all investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each investor) unless the inclusion of Warrant Shares by a particular investor or a particular set of investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does SEC’s “by or on behalf of the Company” offering position, in which event the Warrant Shares held by such investor or set of investors shall be the only shares subject to reduction (and if by a set of investors on a pro rata basis by such investors or on such other basis as would result in the exclusion of the least number of shares by all such investors). In the event the reduction in the number of Warrant Shares to be included in such Registration Statement is not sufficient for the Staff and the SEC to permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices)effective, the Company shall reduce the number of shares underlying the Notes in a similar manner to the reduction in the number of Warrant Shares described above. In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and such Investor does not request acceleration of the Effective Date of consent to being so named as an underwriter in such Registration Statement, then, in each such case, the Company shall promptly (but in no event later than 48 hours) request reduce the withdrawal total number of Registrable Securities to be registered on behalf of such Registration Statement pursuant to Rule 477 under the Securities ActInvestor, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)manner thereof. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within thirty (30) calendar days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case, until such time as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or more New (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statements Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Commission resale thereof by such Investor as contemplated above). Any reduction made to securities included in a Registration Statement in accordance with this Section 2(c2(e) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective shall not constitute a Filing Failure, Effectiveness Failure or a Maintenance Failure and shall not be subject to the Prospectuses contained therein are available for use by the Investorpayment requirements under Section 2(d).

Offering. If Notwithstanding anything to the contrary contained in this Agreement, in the event the Staff or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors). In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination the manner thereof. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by the Commission will not permit such Registration Statement Required Holders to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company included in accordance with the Commission promptly thereafter may be so utilized)terms of this Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within thirty (30) calendar days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case, until such time as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or more New (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statements Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Commission resale thereof by such Investor as contemplated above). Any reduction made to securities included in a Registration Statement in accordance with this Section 2(c2(e) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective shall not constitute a Filing Failure, Effectiveness Failure or a Maintenance Failure and shall not be subject to the Prospectuses contained therein are available for use by the Investorpayment requirements under Section 2(d).

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section 00, in the event the staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a 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 does the Staff or the SEC do not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investor on a delayed Investors participating therein (or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant as otherwise may be acceptable to Section 2(aeach Investor) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, without being named therein as an “underwriter,” then the Company shall reduce the number of Registrable Securities shares to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) by all Investors until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors). In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective effective, and be used for resales by the such Investor on a delayed or continuous basis under Rule 415 at does not consent to being so named as an underwriter in such Registration Statement, then-prevailing market prices (and not fixed prices), in each such case, the Company shall not request acceleration reduce the total number of the Effective Date Registrable Securities to be registered on behalf of such Registration StatementInvestor, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at until such time as the Staff or the Commission has made a final SEC does not require such identification or until such Investor accepts such identification and non-appealable determination that the Commission manner thereof. Any reduction pursuant to this paragraph will not permit such Registration Statement first reduce all Registrable Securities other than those issued pursuant to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized)Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more New Registration Statements with be and keep effective such registration statement in the Commission same manner as otherwise contemplated in accordance with Section 2(c) this Agreement for registration statements hereunder, in each case until such time as as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statements Statement under this Agreement (it being understood that have been declared effective the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the Prospectuses contained therein are available for use resale thereof by the Investorsuch Investor as contemplated above).

Offering. If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor.. ​

Offering. If the Staff staff of the Commission (the “Staff”) or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of any the initial Registration Statement with the Commission pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (after consultation with the prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom, which consent shall not be unreasonably withheld, delayed, denied, or conditioned) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration StatementStatement and, in its sole and absolute discretion, may take such steps as may be required for such Registration Statement to become effective pursuant to Section 8 of the Securities Act. If not, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-non- appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has and the Investor have received assurances from the Staff or the Commission reasonably acceptable to Legal Counsel that a New new Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New additional Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses prospectus contained therein are is available for use by the Investor.

Offering. If The Agents are to solicit offers for the Staff Securities utilizing the Pre-Effective Prospectus as then amended or supplemented which has been most recently delivered to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted under the Act and the Rules and Regulations and permitted or contemplated in the Pre-Effective Prospectus as then amended or supplemented and herein. The Agents are not authorized to give any information or to make any representation not contained in the Pre-Effective Prospectus or the Commission seeks documents incorporated by reference or specifically referred to characterize any offering pursuant to a therein and upon the Registration Statement filed pursuant to this Agreement as constituting an offering becoming effective, the Effective Prospectus and the Final Prospectus, in connection with the offer and sale of securities that does the Securities. The Agents will not permit such Registration Statement to become effective and be used for resales use any additional marketing materials in connection with any offer or sale of the Securities other than materials approved by the Investor on a delayed or continuous basis Company. If an Agent elects to distribute these additional marketing materials under Rule 415 at then-prevailing market prices the so called "free writing" exemption embodied in Section 2(10)(a) of the Act (and not fixed prices)any such marketing materials, or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c"Free Writing Materials"), the Agent will first allow the Company is to review and approve such materials and then ensure that any intended recipients of such Free Writing Materials receive an Effective Prospectus and the Final Prospectus either prior to or concurrently with their receipt of the Free Writing Materials. The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Securities without your and our prior written consent. Unless otherwise required instructed by the Staff Company, you shall communicate to the Company, orally or the Commission in writing, each offer to reduce the number of Registrable Securities included in such Registration Statement, then the purchase Securities. The Company shall reduce have the number sole right to accept offers to purchase Securities and may reject any proposed offers to purchase Securities in whole or in part, and any such rejection shall not be deemed a breach of Registrable Securities its agreement contained herein. The Company agrees to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as pay to the specific Registrable Securities you for soliciting offers to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrarypurchase Securities, if after giving effect to the actions referred to a commission in the immediately preceding sentence, the Staff amount of _% or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on $_____ per share sold (a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices"Commission"), the Company shall not request acceleration . The actual aggregate amount of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed Commissions with respect to such Registration Statement at such time as which the Staff or offering of Securities may entail will be set forth in the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been Prospectus Supplement included in Registration Statements that have been declared effective the Final Prospectus. You and the Prospectuses contained therein are available for use by other Agents will share in the Investorabove-mentioned Commissions in such proportions and upon such terms as you and they may agree.

Offering. If the Staff staff of the SEC (the “Staff”) or the Commission SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of any the initial Registration Statement with the SEC pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (after consultation with the prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission SEC has made a final and non-appealable determination that the Commission SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company has and the Investor have received assurances from the Staff or the Commission SEC reasonably acceptable to Legal Counsel that a New new Registration Statement filed by the Company with the Commission SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New additional Registration Statements with the Commission in accordance with Section 2(c2(d) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses prospectus contained therein are is available for use by the Investor.. Execution Version