Common use of Offering Clause in Contracts

Offering. If the Staff or the 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 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 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 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the 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 Subsequent Registration Statements with the SEC 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 SEC 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 SEC 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 SEC 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 SEC 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 SEC Commission has made a final and non-appealable determination that the SEC 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 SEC Commission that a Subsequent New Registration Statement filed by the Company with the SEC 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 Subsequent New Registration Statements with the SEC 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 Each purchaser participating in the Staff or Offering who is resident in a Qualifying Jurisdiction shall purchase the SEC seeks to characterize any offering Offered Units pursuant to the Prospectus. Each other purchaser participating in the Offering not resident in a Registration Statement Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Units, which have been qualified by the Prospectus in Canada, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company and the Underwriters may mutually agree, acting reasonably, in order to fully comply with Applicable Laws and the terms of this Agreement (including Schedule “A” to this Agreement with respect to offers and sales of Offered Units in the United States). The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis, in connection with the distribution of the Offered Units and the Company shall execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to this Agreement as constituting an offering Applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by Applicable Securities Laws in the Qualifying Jurisdictions. The Company also agrees to file within the periods stipulated under Applicable Laws outside of securities that does not permit such Registration Statement Canada and at the Company’s expense all private placement forms required to become effective and be used for resales filed by the Investor on Company in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Units outside of Canada may lawfully occur without the necessity of filing a delayed prospectus or continuous basis any similar document under Rule 415 at then-prevailing market prices the Applicable Laws outside of Canada. The Underwriters agree to offer the Offered Units for sale only in the Qualifying Jurisdictions and to offer the Offered Units to purchasers in the United States only in compliance with Schedule “A” attached hereto, and, subject to the consent of the Company (and not fixed pricesacting reasonably), or if after in such Selling Jurisdictions outside of the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff Qualifying Jurisdictions or the SEC to reduce the number of Registrable Securities included United States where permitted by and in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation accordance with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff Applicable Laws and the SEC shall so permit applicable securities laws of such Registration Statement to become effective other jurisdictions, and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to provided that in the immediately preceding sentence, case of jurisdictions other than the Staff or Qualifying Jurisdictions and the 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)United States, the Company shall not request acceleration of the Effective Date of be required to become registered or file a prospectus or registration statement or similar document in such Registration Statement, jurisdictions 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 SEC has made a final and non-appealable determination that the SEC will not permit be subject to any continuous disclosure requirements in such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the SEC that a Subsequent Registration Statement filed by the Company with the 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 Subsequent Registration Statements with the SEC 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 Investorjurisdictions.

Offering. If the Staff staff of the Commission (the “Staff”) or the SEC 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 SEC 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 SEC 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 SEC 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 SEC Commission has made a final and non-appealable determination that the SEC 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 SEC Commission reasonably acceptable to Legal Counsel that a Subsequent new Registration Statement filed by the Company with the SEC 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 Subsequent additional Registration Statements with the SEC 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 of the SEC (the “Staff”) or the 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 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 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 Investors as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the 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 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), the Company shall not request acceleration of the Effective Date of such Registration Statement, but instead the Company shall promptly (but in no event later than 48 hourshours from the time that the decision of the Staff or the SEC becomes known to the Company) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities 1933 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the 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 Subsequent Registration Statements with the SEC 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 InvestorInvestors. Notwithstanding any provision herein or in the Securities Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investors’ 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 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 SEC 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 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 SEC does not 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 SEC has made a final does not require such identification or until the Holder accepts such identification and non-appealable determination that the SEC 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 SEC that a Subsequent Registration Statement filed by the Company with the SEC 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 Subsequent Registration Statements with cause to be and keep effective such registration statement in the SEC 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 the Staff or the SEC 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 SEC 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 SEC 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 SEC 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 SEC Commission has made a final and non-appealable determination that the SEC 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 SEC Commission that a Subsequent New Registration Statement filed by the Company with the SEC 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 Subsequent New Registration Statements with the SEC 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 SEC 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 SEC 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 SEC 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 SEC 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 SEC Commission has made a final and non-appealable determination that the SEC 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 SEC Commission that a Subsequent New Registration Statement filed by the Company with the SEC 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 Subsequent New Registration Statements with the SEC 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 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 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 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 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 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 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 SEC has made a final and non-appealable determination that the 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 SEC reasonably acceptable to Legal Counsel that a Subsequent new Registration Statement filed by the Company with the 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 Subsequent additional Registration Statements with the SEC 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 at any time the Staff Commission takes the position that the offering of some or all of the SEC seeks to characterize 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 the SEC to reduce the number of Registrable Securities included in and/or (ii) agree to such Registration Statementrestrictions and limitations on the registration and resale of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 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 SEC 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 SEC 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 SEC has made a final and non-appealable determination that the SEC 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 SEC that a Subsequent Registration Statement filed by the Company with the SEC 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 Subsequent New Registration Statements with the SEC 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 staff of the SEC (the “Staff’) or the 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 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, which shall not be unreasonably withheld, delayed, denied, or conditioned, of the Investor and Legal Counsel its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything Unless the Registration Period has ended, in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the 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 Subsequent New Registration Statements with the SEC 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 in each 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 SEC or the Staff as addressed in this Section 2(d).

Offering. If the Staff staff of the Commission (the “Staff”) or the SEC 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 SEC 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 SEC 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 SEC 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 Company’s obligation to use commercially reasonable efforts to have the Registration Statement declared effective by the Commission shall automatically be deemed to have elapsed terminate with respect to such Registration Statement at such time as the Staff or the SEC Commission has made a final and non-appealable determination that the SEC 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 SEC Commission reasonably acceptable to Legal Counsel that a Subsequent new Registration Statement filed by the Company with the SEC 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 Subsequent additional Registration Statements with the SEC in accordance with Section 2(c‎2(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 staff of the SEC (the “Staff”) or the 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 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 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 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent new Registration Statement filed by the Company with the 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 Subsequent additional Registration Statements with the SEC 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 SEC 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 7 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 SEC 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 SEC 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 SEC 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 SEC Commission has made a final and non-appealable determination that the SEC 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 SEC Commission that a Subsequent New Registration Statement filed by the Company with the SEC 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 Subsequent New Registration Statements with the SEC 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 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 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 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 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent new Registration Statement filed by the Company with the 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 Subsequent additional Registration Statements with the SEC 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 of the SEC (the “Staff”) or the 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 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 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 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 SEC has made a final and non-appealable determination that the SEC will 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 SEC that a Subsequent Registration Statement filed by the Company with the 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 Subsequent Registration Statements with the SEC 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 SEC as addressed in this Section 2(c).

Offering. If the Staff or the SEC 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 SEC 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 SEC 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 SEC 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the 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 Subsequent New Registration Statements with the SEC 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. If the Staff staff of the SEC (the “Staff”) or the 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 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 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 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 SEC has made a final and non-appealable determination that the 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 SEC reasonably acceptable to Legal Counsel that a Subsequent new Registration Statement filed by the Company with the 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 Subsequent additional Registration Statements with the SEC 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 Staff or the SEC 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 SEC 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 SEC 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 SEC 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-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 SEC Commission has made a final and non-appealable determination that the SEC 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 SEC Commission that a Subsequent New Registration Statement filed by the Company with the SEC 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 Subsequent New Registration Statements with the SEC 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 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 Lenders 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 Lender) or Section 2(c), the Company is otherwise required by the Staff or the SEC 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 Lenders until such time as the Staff and the 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 reduce the number of shares to be included by all Lenders on a pro rata basis (based upon the contrary, if after giving effect number of Registrable Securities otherwise required to be included for each Lender) unless the actions referred to inclusion of shares by a particular Lender or a particular set of Lenders are resulting in the immediately preceding sentenceStaff or the SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Lender or set of Lenders shall be the only shares subject to reduction (and if by a set of Lenders on a pro rata basis by such Lenders or on such other basis as would result in the exclusion of the least number of shares by all such Lenders); provided, that, with respect to such pro rata portion allocated to any Lender, such Lender may elect the allocation of such pro rata portion among the Registrable Securities of such Lender. In addition, in the event that the Staff or the SEC does not requires any Lender 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 Lender 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 StatementLender, 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 SEC has made a final does not require such identification or until such Lender accepts such identification and non-appealable determination that the SEC 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 SEC that a Subsequent Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized)Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Lender shall have the right to require, upon delivery of a written request to the Company signed by such Lender, 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 Lender in a manner acceptable to such Lender, and the Company shall use its commercially reasonable efforts following such request cause to file one or more Subsequent Registration Statements with be and keep effective such registration statement in the SEC 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 Lender have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Lender or (ii) all Registrable Securities may be resold by such Lender 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 Lender agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Lender as to all Registrable Securities held by such Lender 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 any Lender 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 ▇▇▇▇▇▇ as contemplated above).

Offering. If the Staff or the SEC 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 SEC 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 SEC 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 SEC 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), and the Company shall not request acceleration of the Effective Effectiveness 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the 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 Subsequent New Registration Statements with the SEC 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 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 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 consulting with the Investor and Legal Counsel its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Initial 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 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities included in the Initial Registration Statement (or any New Registration Statement) pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more Subsequent New Registration Statements with the SEC 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 SEC or the Staff as addressed in this Section 2(d).

Offering. If In the Staff event the staff of the SEC (the “Staff”) or the 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 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 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 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 SEC has made a final and non-appealable determination that the 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 SEC reasonably acceptable to Legal Counsel that a Subsequent new Registration Statement filed by the Company with the 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 Subsequent additional Registration Statements with the SEC 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 SEC 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 SEC 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 SEC 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 SEC 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 or 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 SEC Commission has made a final and non-appealable determination that the SEC 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 SEC Commission that a Subsequent New Registration Statement filed by the Company with the SEC 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 Subsequent New Registration Statements with the SEC 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 SEC 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 SEC 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 SEC 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 SEC 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 SEC Commission has made a final and non-appealable determination that the SEC 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 SEC Commission reasonably acceptable to Legal Counsel that a Subsequent new Registration Statement filed by the Company with the SEC 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 Subsequent additional Registration Statements with the SEC 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 SEC 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 SEC 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 SEC 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 SEC 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 SEC Commission has made a final and non-appealable determination that the SEC 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 SEC Commission that a Subsequent New Registration Statement filed by the Company with the SEC 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 Subsequent New Registration Statements with the SEC 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 Upon disclosure of such information or the SEC 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 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 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 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 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the SEC 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 Subsequent Registration Statements with the SEC 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 The Units will be offered and sold to the Staff or the SEC 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 SEC 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 SEC 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 SEC 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with and the SEC 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 Subsequent Registration Statements with Notes, the SEC 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. 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 SEC seeks 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 SEC 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 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 SEC 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 SEC has made a final 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 SEC 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 SEC that a Subsequent Registration Statement filed by the Company included in accordance with the SEC 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 Subsequent an additional Registration Statements with the SEC 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 or the SEC 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 SEC 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 SEC 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 SEC 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the 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 Subsequent New Registration Statements with the SEC 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 SEC 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 SEC 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 registered by the Staff and Commission (the SEC shall so permit such Registration Statement to become effective and be used as aforesaid“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 SEC does not permit such Commission 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 SEC has made a final and non-appealable determination that the SEC 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 SEC that a Subsequent Registration Statement filed by the Company with the 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 Subsequent Registration Statements with the SEC 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 a) The Company has authorized the Staff sale and issuance of up 2,000,000 of its Common Shares (the "Shares"), to one or more purchasers (the "Offering"). The Offering has been registered with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the Company's Registration Statement on Form S-3 (No. 333-122392), which was declared effective by the SEC seeks to characterize any offering pursuant to a on July 29, 2005 and has remained effective since such date and is effective on the date hereof (the "Registration Statement filed pursuant to this Agreement Statement"). b) The Company and the Purchaser agree that, at the Closing (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 defined in Section 2(a) or Section 2(c2), the Purchaser will purchase from the Company is otherwise required by and the Staff or Company will issue and sell to the SEC to reduce Purchaser the number of Registrable Securities included in such Registration Statement, then Shares set forth on the Company shall reduce signature page of this Agreement for a purchase price set forth on the number signature page of Registrable Securities to be included in such Registration Statement this Agreement (after consultation with the Investor and Legal Counsel as "Purchase Price") pursuant to the specific Registrable Securities terms and conditions set forth herein. Certificates representing the Shares purchased by the Purchaser may not be delivered to the Purchaser; instead such Shares, if not physically delivered, will be removed therefromcredited to the Purchaser using customary book-entry procedures. c) until such time The Company may enter into agreements with certain other purchasers (the "Other Purchasers"), with terms and conditions, including but not limited to purchase price and quantity of Shares, which may be different from those set forth herein. (The Purchaser and the Other Purchasers are hereinafter sometimes collectively referred to as the Staff "Purchasers" and this Agreement and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to stock purchase agreements executed by the contrary, if after giving effect to the actions Other Purchasers are hereinafter sometimes collectively referred to as the "Purchase Agreements"). The Company may accept or reject Purchase Agreements in the immediately preceding sentence, the Staff or the 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 hoursits sole discretion. d) request the withdrawal of such Registration Statement pursuant Pursuant to Rule 477 under 424(b)(2) of the Securities Act, the Company agrees to file with SEC a prospectus supplement in a form similar to Exhibit A hereto regarding the sale of the Shares to Purchaser (the "Prospectus Supplement") after consummation of the sale of the Shares contemplated by this Agreement. e) From the date hereof until 30 days following the date hereof, the Purchaser may, in its sole determination, elect to purchase, severally and not jointly with the Effectiveness Deadline shall automatically be deemed other Purchasers, up to have elapsed with respect to such an additional aggregate total of 225,000 registered shares of Common Stock off the Registration Statement at (such time as securities, the Staff or "Greenshoe Securities" and such right, a "Greenshoe Right") in proportion to the SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed Shares initially purchased by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities Purchasers pursuant to this paragraphAgreement. Any Greenshoe Right exercised by a Purchaser shall close within 2 business days of a duly delivered exercise notice by the exercising party. Any additional investment in the Greenshoe Securities shall be at a purchase price of $5.50 per Share and on other terms and conditions materially identical to the purchase and sale of the Shares set forth on the signature page hereto, mutatis mutandis. In order to effectuate a purchase and sale of the Greenshoe Securities, the Company shall use its commercially reasonable efforts to file one or more Subsequent Registration Statements with the SEC 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 InvestorPurchasers shall enter into a purchase agreement materially identical to this Agreement; provided, however, that there shall not be any additional Greenshoe Rights.

Offering. If the Staff staff of the SEC (the “Staff”) or the 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 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 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 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 SEC has made a final and non-non- appealable determination that the 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 SEC reasonably acceptable to Legal Counsel that a Subsequent new Registration Statement filed by the Company with the 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 Subsequent additional Registration Statements with the SEC 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(g), if the staff of the Commission (the “Staff”) or the SEC 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)) by the Investor without being named therein as an “underwriter”, 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 SEC 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 SEC Commission 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 SEC Commission requires the Investor to be specifically identified as an “underwriter” in order to permit a Registration Statement filed pursuant to this Agreement to become effective, and the 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 Registrable Securities to be registered on behalf of the Effective Date 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 SEC has made a final Commission does not require such identification or until the Investor accepts such identification and non-appealable determination that the SEC manner thereof. Any reduction pursuant to this paragraph will not permit such Registration Statement (i) first reduce all Registrable Securities other than those issued pursuant to be so utilized the Purchase Agreement, (unless prior to such time ii) then, if applicable, the Company has received assurances from Warrant Shares and (iii) then, if applicable, the Staff or the SEC that a Subsequent Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized)Conversion Shares. 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 Subsequent new Registration Statements with the SEC 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 or the Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Investor as to all Registrable Securities held by the Investor and that have not theretofore been included in a Registration Statement under this Agreement. 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, in the event the staff of the SEC (the “Staff”) or the 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 SEC 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 by the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the 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 SEC does not requires the 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 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 Registrable Securities to be registered on behalf 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 Investor until such time as the Staff or the SEC has made a final does not require such identification or until the Investor accepts such identification and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the SEC 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 the Investor, the Company to file a registration statement within 60 days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale the such Investor in a manner acceptable to the Investor, and the Company shall use its commercially reasonable efforts following such request cause to file one or more Subsequent 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 SEC 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 the Staff or the SEC 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), or if after the filing of any Registration Statement Statement, or any Prospectus or Prospectus Supplement, pursuant to Section 2(a2 (a) or Section 2(c)2 (c) , the Company is otherwise required by the Staff or the SEC 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 SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaidaforesaid . 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 SEC 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-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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized)Act . In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially 508674188.3 ACTIVE 703767377v5 5 reasonable efforts to file one or more Subsequent New Registration Statements with the SEC Commission in accordance with Section 2(c2 (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 . (f) Any Registrable Security shall cease to be a “Registrable Security” at the earliest of the following : (i) when a Registration Statement covering such Registrable Security becomes or has been declared effective by the Commission and such Registrable Security has been sold or disposed of pursuant to such effective Registration Statement by the Investor ; (ii) when such Registrable Security is held by the Company or one of its Subsidiaries ; (iii) such securities are sold by the Investor under circumstances in which all of the applicable conditions of Rule 144 under the Securities Act are met and (iv) such securities become eligible for sale pursuant to Rule 144 without volume or manner - of - sale restrictions, without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 (c) or Rule 144 (i)( 2 ) thereunder . 3. Related Obligations . For the duration of the Registration Period, the Company shall use its commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof, and, pursuant thereto, during the term of this Agreement, the Company shall have the following obligations : (a) Following the Execution Date, the Company shall promptly prepare and file with the Commission the Initial Registration Statement pursuant to Section 2 (a ) hereof and one or more New Registration Statements pursuant to Section 2 (c) hereof with respect to the Registrable Securities, and the Company shall use its commercially reasonable efforts to cause each such Registration Statement to become effective as soon as practicable after such filing . Subject to Allowable Grace Periods, the Company shall use its commercially reasonable efforts to keep each Registration Statement effective (and the Prospectus contained therein available for use) pursuant to Rule 415 for resales by the Investor of Registrable Securities on a continuous basis at then - prevailing market prices (and not fixed prices) at all times until the earlier of (i) the date on which the Investor shall have sold all of the Registrable Securities covered by such Registration Statement, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registrable Securities (or, if applicable, the date on which such securities cease to be Registrable Securities after the date of termination of the Purchase Agreement) and (iii) all such securities cease to be Registrable Securities pursuant to Section 2 (f)(iii) or Section 2 (f)(iv) (the “ Registration Period ”) . Notwithstanding anything to the contrary contained in this Agreement (but subject to the provisions of Section 3 (o) hereof), the Company shall ensure that, when filed and at all times while effective, each Registration Statement (including, without limitation, all amendments and supplements thereto) and the Prospectus (including, without limitation, all amendments and supplements thereto) used in connection with such Registration Statement shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of Prospectuses, in light of the circumstances in which they were made) not misleading . The Company shall submit to the Commission, as soon as reasonably practicable after the date that the Company learns that no review of a particular Registration Statement will be made by the Staff or that the Staff has no further comments on a particular Registration Statement (as the case may be), a request for acceleration of effectiveness of such Registration Statement to a time and date as soon as reasonably practicable in accordance with Rule 461 under the Securities Act . 508674188.3 ACTIVE 703767377v5 6 (b) Subject to Section 3 (o) of this Agreement, the Company shall use its commercially reasonable efforts to prepare and file with the Commission such amendments (including, without limitation, post - effective amendments) and supplements to each Registration Statement and the Prospectus used in connection with each such Registration Statement, which Prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep each such Registration Statement effective (and the Prospectus contained therein current and available for use) at all times during the Registration Period for such Registration Statement, and, during such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company required to be covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the Investor as set forth in such Registration Statement . Without limiting the generality of the foregoing, the Company covenants and agrees that (i) on the second ( 2 nd ) Business Day immediately following the Effective Date of the Initial Registration Statement and any New Registration Statement (or any post - effective amendment thereto), the Company shall file with the Commission in accordance with Rule 424 (b) under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (or post - effective amendment thereto), and (ii) if the transactions contemplated by any Purchase Notice are material to the Company (individually or collectively with all other prior Purchase Notices, the consummation of which have not previously been reported in any Prospectus Supplement filed with the Commission under Rule 424 (b) under the Securities Act or in any report, statement or other document filed by the Company with the Commission under the Exchange Act), or if otherwise required under the Securities Act (or the interpretations of the Commission thereof), in each case as reasonably determined by the Company and the Investor., then, on the first ( 1 st ) Business Day immediately following the Closing Date, if a Purchase Notice was properly delivered to the Investor hereunder in connection with such purchase, the Company shall file with the Commission a Prospectus Supplement pursuant to Rule 424 (b) under the Securities Act with respect to the purchase(s), the total purchase amount for the Purchase Notice Shares subject to such purchase(s) (as applicable), the applicable Purchase Amount(s) for such Purchase Notice Shares and the net proceeds that are to be (and, if applicable, have been) received by the Company from the sale of such Purchase Notice Shares . To the extent not previously disclosed in the Prospectus or a Prospectus Supplement, the Company shall disclose in its Annual Reports on Form 1 0 - K the information described in the immediately preceding sentence relating to all purchase(s) consummated during the relevant fiscal quarter and shall file such Quarterly R eports and Annual Reports with the Commission within the applicable time period prescribed for such report under the Exchange Act . In the case of amendments and supplements to any Registration Statement on Form S - 1 , Form S - 3 or Prospectus related thereto that are required to be filed pursuant to this Agreement (including, without limitation, pursuant to this Section 3 (b) ) by reason of the Company filing a report on Form 8 - K, Form 10 - Q or Form 10 - K or any analogous report under the Exchange Act, the Company shall have incorporated such report by reference into such Registration Statement and Prospectus, if applicable and if such ability to incorporate such report by reference is available to the Company at such time , or shall file such amendments or supplements to the Registration Statement or Prospectus with the Commission on the same day on which the Exchange Act report is filed that created the requirement for the Company to amend or supplement such Registration Statement or Prospectus, for the purpose of including or incorporating such report into such Registration Statement and Prospectus . The Company consents to the use of the Prospectus (including, without limitation, any supplement thereto) included in each Registration Statement in accordance with the provisions of the Securities Act and with the securities or “Blue Sky” laws of the jurisdictions in which the Registrable Securities may be sold by the Investor, in connection with the resale of the Registrable Securities and for such period of time thereafter as such Prospectus (including, without limitation, any supplement 508674188.3 ACTIVE 703767377v5 7 thereto) (or in lieu thereof, the notice referred to in Rule 173 (a) under the Securities Act) is required by the Securities Act to be delivered in connection with resales of Registrable Securities . (c) The Company shall (A) permit Legal Counsel an opportunity to review and comment upon (i) each Registration Statement at least two ( 2 ) Business Days prior to its filing with the Commission and (ii) all amendments and supplements to each Registration Statement (including, without limitation, the Prospectus contained therein) within a reasonable number of days prior to their filing with the Commission, and (B) shall reasonably consider any comments of the Investor and Legal Counsel on any such Registration Statement or amendment or supplement thereto or to any Prospectus contained therein . The Company shall promptly furnish to Legal Counsel, without charge, (i) electronic copies of any correspondence from the Commission or the Staff to the Company or its representatives relating to each Registration Statement (which correspondence shall be redacted to exclude any material nonpublic information regarding the Company or any of its Subsidiaries), (ii) after the same is prepared and filed with the Commission, one ( 1 ) electronic copy of each Registration Statement and any amendment(s) and supplement(s) thereto, including, without limitation, all documents incorporated therein by reference, if requested by the Investor, and (iii) upon the effectiveness of each Registration Statement, one ( 1 ) electronic copy of the Prospectus included in such Registration Statement and all amendments and supplements thereto ; provided, however, the Company shall not be required to furnish any document (other than the Prospectus, which may be provided in . PDF format) to Legal Counsel to the extent such document is available on Commission’s Electronic Data Gathering, Analysis and Retrieval System (“ ▇▇▇▇▇ ”) . (d) Without limiting any obligation of the Company under the Purchase Agreement, the Company shall promptly furnish to the Investor, without charge, (i) after the same is prepared and filed with the Commission, at least one ( 1 ) electronic copy of each Registration Statement and any amendment(s) and supplement(s) thereto, including, without limitation, all documents incorporated therein by reference, if requested by the Investor, (ii) upon the effectiveness of each Registration Statement, one ( 1 ) electronic copy of the Prospectus included in such Registration Statement and all amendments and supplements thereto and (iii) such other documents, including, without limitation, copies of any final Prospectus and any Prospectus Supplement thereto, as the Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by the Investor ; provided, however, the Company shall not be required to furnish any document (other than the Prospectus, which may be provided in . PDF format) to the Investor to the extent such document is available on ▇▇▇▇▇ . (e) Except during any OTC Blackout period, the Company shall take such action as is reasonably necessary to (i) register and qualify, unless an exemption from registration and qualification applies, the resale by the Investor of the Registrable Securities, under such other securities or “Blue Sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions, such amendments (including, without limitation, post - effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be reasonably necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions ; provided , however , the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3 (e) , (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction . The Company shall promptly notify Legal Counsel and the Investor of the receipt by the Company of any notification with respect 508674188.3 ACTIVE 703767377v5 8 to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or “Blue Sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose . (f) The Company shall notify Legal Counsel and the Investor in writing of the happening of any event, as promptly as reasonably practicable after becoming aware of such event, as a result of which the Prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (provided, that in no event shall such notice contain any material nonpublic information regarding the Company or any of its Subsidiaries), and, subject to Section 3 (o) , promptly prepare a supplement or amendment to such Registration Statement and such Prospectus con

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 SEC 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 SEC 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 SEC 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 SEC 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the 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 Subsequent Registration Statements with the SEC 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 or the SEC 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 SEC 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 SEC 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 SEC 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 SEC Commission has made a final and non-appealable determination that the SEC 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 SEC Commission that a Subsequent New Registration Statement filed by the Company with the SEC 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 Subsequent New Registration Statements with the SEC 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 SEC 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 SEC 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 SEC 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 SEC 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 SEC Commission has made a final and non-appealable determination that the SEC 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 SEC Commission that a Subsequent New Registration Statement filed by the Company with the SEC 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 Subsequent New Registration Statements with the SEC Commission in accordance with Section 2(c) until such time as either (i) 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, or (ii) the Purchase Agreement has been terminated and all Registrable Securities issued or sold by the Company to the Investor pursuant to the Purchase Agreement prior to such termination have been included in Registration Statements that have been declared effective and Prospectuses contained therein are available for use by the Investor.

Offering. If Notwithstanding anything to the contrary contained in this Agreement, in the event the Staff or the 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 SEC 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 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 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 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 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 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 SEC has made a final does not require such identification or until such Investor accepts such identification and non-appealable determination that the SEC manner thereof. Any reduction pursuant to 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 SEC that a Subsequent Registration Statement filed by the Company with the SEC 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 or 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 Subsequent Registration Statements with be and keep effective such registration statement in the SEC 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 SEC 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 SEC 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 SEC 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 SEC 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the 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 best efforts to file one or more Subsequent New Registration Statements with the SEC 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 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 Holders 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 Holder) or Section 2(c), the Company is otherwise required by the Staff or the SEC 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 Holders until such time as the Staff and the 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 reduce the number of shares to be included by all Holders on a pro rata basis (based upon the contrary, if after giving effect number of Registrable Securities otherwise required to be included for each Holder) unless the actions referred to inclusion of shares by a particular Holder or a particular set of Holders are resulting in the immediately preceding sentenceStaff or the SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Holder or set of Holders shall be the only shares subject to reduction (and if by a set of Holders on a pro rata basis by such Holders or on such other basis as would result in the exclusion of the least number of shares by all such Holders); provided, that with respect to such pro rata portion allocated to any Holder, such Holder may elect the allocation of such pro rata portion among the Registrable Securities of such Holder. In addition, in the event that the Staff or the SEC does not requires any Holder 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 Holder 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 StatementHolder, 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 SEC has made a final does not require such identification or until such Holder accepts such identification and non-appealable determination that the SEC 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 SEC that a Subsequent Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized)Financing Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Holder shall have the right to require, upon delivery of a written request to the Company signed by such Holder, 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 Holder of such reduced Registrable Securities in a manner acceptable to such Holder, and the Company shall use its commercially reasonable efforts following such request cause to file one or more Subsequent Registration Statements with be and keep effective such registration statement in the SEC 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 Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Holder or (ii) all Registrable Securities may be resold by such 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) such Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Holder as to all Registrable Securities held by such Holder 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 Holder 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 Holder as contemplated above).

Offering. If the Staff or the SEC 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 SEC 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 SEC 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 SEC 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 SEC Commission has made a final and non-non- appealable determination that the SEC 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 SEC Commission reasonably acceptable to Legal Counsel that a Subsequent new Registration Statement filed by the Company with the SEC 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 Subsequent additional Registration Statements with the SEC 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 at any time the Staff Commission takes the position that the offering of some or all of the SEC seeks to characterize 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 Holders to be named as “underwriters,” the Company shall (i) promptly notify the Holders 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 Holders are not an “underwriter.” The Holders shall have the right to have Legal Counsel, at the Holders’ 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 Holders 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 the SEC to reduce the number of Registrable Securities included in and/or (ii) agree to such Registration Statementrestrictions and limitations on the registration and resale of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415; provided, then however, that the Company shall reduce the number of Registrable Securities to be included not name any Holders as “underwriters” in such Registration Statement without the prior written consent of the Holders (after consultation with provided that, in the Investor and Legal Counsel as event any Holders withhold 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 SEC shall so permit Holders to be named as “underwriters” 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 SEC does not permit such Registration Statement Holders otherwise consent 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 SEC has made a final and non-appealable determination that the SEC 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 SEC that a Subsequent Registration Statement filed by the Company with the SEC 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 Subsequent New Registration Statements with the SEC 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 InvestorHolders. 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 Holders’ 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 SEC 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 SEC 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 SEC 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 SEC 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the SEC 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 Subsequent New Registration Statements with the SEC 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 staff of the Commission (the “Staff”) or the SEC 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 SEC 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 SEC 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 SEC 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 SEC Commission has made a final and non-appealable determination that the SEC 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 SEC Commission reasonably acceptable to Legal Counsel that a Subsequent new Registration Statement filed by the Company with the SEC 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 Subsequent additional Registration Statements with the SEC 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 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 SEC 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 SEC 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 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 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 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the 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 Subsequent Registration Statements with the SEC 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 the Staff staff of the SEC (the “Staff”) or the 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 Investors 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 SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall first reduce the number of Additional Registrable Securities prior to reducing the Registerable Securities to be included in such initial Registration Statement (after consultation with the Investor prior consent, which shall not be unreasonably withheld, of Cavalry and Legal Counsel its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the 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 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the 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 Subsequent New Registration Statements with the SEC 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 Investors. 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 SEC or the Staff as addressed in this Section 2(d).

Offering. If the Staff staff of the SEC (the “Staff”) or the 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 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 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 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the 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 Subsequent New Registration Statements with the SEC 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 Investor, provided, however, that this obligation shall cease at the end of the Registration Period. Investor understands that the SEC Staff may require that Investor and any underwriters, broker-dealers or agents that participate in the sale of Registrable Securities under the Registration Statement be deemed “underwriters” within the meaning of Section 2(11) of the Securities Act. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, Company’s obligations to register Registrable Securities (and any related conditions to Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).

Offering. If the Staff or the SEC 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 Fund is otherwise required by the Staff or the SEC Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company Fund 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 SEC 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 SEC 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 Fund shall not request acceleration of the Effective Date of such Registration Statement, the Company Fund 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 SEC Commission has made a final and non-appealable determination that the SEC Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company Fund has received assurances from the Staff or the SEC Commission that a Subsequent New Registration Statement filed by the Company Fund with the SEC Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company Fund shall use its commercially reasonable efforts to file one or more Subsequent New Registration Statements with the SEC 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 SEC 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)) hereof, the Company is otherwise required by the Staff or the SEC 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 SEC 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 SEC 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 SEC Commission has made a final and non-appealable determination that the SEC 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 SEC Commission that a Subsequent New Registration Statement filed by the Company with the SEC 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 Subsequent New Registration Statements with the SEC Commission in accordance with Section 2(c) hereof 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 of the Commission as addressed in this Section 2(e).

Offering. If The Notes will be offered and sold to the Staff or the SEC seeks to characterize any offering Initial Purchasers 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 exemption from 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 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 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 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 registration requirements under the Securities Act. The Company will prepare a final offering memorandum (the "OFFERING MEMORANDUM"), relating to the Company and the Notes. The Initial Purchasers have advised the Company that the Initial Purchasers will make offers to resell (the "EXEMPT RESALES") the Notes on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to persons whom any of the Initial Purchasers reasonably believe to be "qualified institutional buyers", as defined in Rule 144A under the Securities Act ("QIBs" or "ELIGIBLE PURCHASERS"). The Initial Purchasers will offer the Notes to such Eligible Purchasers initially at a purchase price equal to 100% of the amount thereof. Holders (including subsequent transferees) of the Securities will have the registration rights set forth in the registration rights agreement relating thereto (the "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, for so long as such Securities constitute "TRANSFER RESTRICTED SECURITIES" (as defined in such agreement). Pursuant to the Registration Rights Agreement, the Company will agree to file with the Securities and Exchange Commission (the "COMMISSION"), under the circumstances set forth therein, a shelf registration statement pursuant to Rule 415 under the Securities Act (the "SHELF REGISTRATION STATEMENT") relating to the resale by certain holders of the Notes, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect use its best efforts to cause such Registration Statement at such time as the Staff or the SEC has made a final and non-appealable determination that the SEC will not permit such Shelf Registration Statement to be so utilized (unless prior declared effective and, subject to such time the Company has received assurances terms and conditions set forth in the Registration Rights Agreement, remain effective for a period not less than two years from the Staff or the SEC that a Subsequent Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized)Closing Date. 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 Subsequent Registration Statements with Securities, the SEC in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective Indenture and the Prospectuses contained therein Registration Rights Agreement are available for use by hereinafter sometimes referred to collectively as the Investor"OPERATIVE DOCUMENTS".

Offering. If the Staff staff of the Commission (the “Staff”) or the SEC 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 SEC 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 SEC 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 SEC 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the 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 Subsequent additional Registration Statements with the SEC 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 SEC 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 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) ), 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 SEC 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 SEC 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the 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 Subsequent New Registration Statements with the SEC 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 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 the SEC, or the SEC rules and regulations of the Principal Market 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, which shall not be unreasonably withheld, of the Investor and Legal Counsel its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and Staff, the SEC and/or the Principal Market shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything Unless the Registration Period has ended, in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, once permitted to do so by the Staff, the SEC and/or the Principal Market, the Company shall use its commercially reasonable efforts to file one or more Subsequent New Registration Statements with and/or post-effective amendments to the SEC Registration Statement 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 SEC or the Staff as addressed in this Section 2(d).

Offering. If A. The Company hereby engages the Staff Placement Agent to act as its exclusive placement agent in connection with the issuance and sale by the Company of up to 10,000,000 shares of its common stock, $.01 per share par value (the “Shares”), at a price of $.125 per share (the “Offering” or “Seed Round”). A sale of 8,000,000 Shares (plus up to an additional 2,000,000 Shares which the SEC seeks Company reserves the right to characterize any offering issue on the same terms provided herein) shall be referred to as the “Maximum Offering”. B. The Shares will be offered pursuant to the terms and conditions set forth in a Registration Statement filed pursuant Subscription Agreement prepared by the Company (such Subscription Agreement, together with all amendments thereof and supplements and exhibits thereto, are referred to herein as the “Offering Documents”). The Subscription Agreement is to be executed by each purchaser and the Company at each Closing (as defined in Section 1(C) hereof) (collectively, the “Subscription Agreements”). (1) The Shares will be offered by the Placement Agent on a “best efforts” basis up to the amount of the Maximum Offering. Subject to the conditions set forth in Section 8 hereof, if subscriptions have been received prior to the Termination Date (as defined below) and are accepted by the Company, a closing under this Agreement (the “Initial Closing”) shall be held at the offices of the Placement Agent, or such other place as constituting an offering the parties may agree, as soon as practicable following the date upon which the Placement Agent and the Company confirm in writing to each other that subscriptions have been accepted, or at such other place, time, or date as the Company and the Placement Agent shall agree upon. (2) At any time prior to the Termination Date, if subscriptions for the sale of securities that does not permit such Registration Statement up to become effective the Maximum Offering amount are received and be used for resales accepted by the Investor on a delayed Company, one or continuous basis under Rule 415 at then-prevailing market prices more closings (and not fixed prices)each, or if after the filing of any Registration Statement pursuant to Section 2(aan “Additional Closing”) or Section 2(c), the Company is otherwise required by the Staff or the 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 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 take place in the immediately preceding sentence, the Staff or the 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 manner herein set forth with respect to such Registration Statement at such time as the Staff or the SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized)Initial Closing. In the event that an Additional Closing has not taken place for any subscription received and accepted on or prior to the Termination Date (as may be extended), a final closing (“Final Closing”) shall be held on such date for the Shares which are the subject of such subscriptions. References herein to a “Closing” shall mean the Initial Closing, any reduction in Registrable Securities pursuant to this paragraphAdditional Closing or the Final Closing, as the Company shall use its commercially reasonable efforts to file one or more Subsequent Registration Statements with the SEC in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective context requires, and the Prospectuses contained therein are available for use by the Investordate thereof shall be referred to as a “Closing Date.”

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement in the event the staff of the SEC (the “Staff”) or the 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 SEC 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 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 SEC does not 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 SEC has made 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 SEC 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 SEC that SEC) for resale by the Buyer in a Subsequent 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 SEC 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 Subsequent Registration Statements with the SEC 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 Notwithstanding anything to the Staff contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) or the 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 SEC 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 Purchasers until such time as the Staff and the 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 Purchasers on a pro rata basis (based upon the contrary, if after giving effect number of Registrable Securities otherwise required to be included for each Purchaser) unless the actions referred to inclusion of the Registrable Securities by a particular Purchaser or a particular set of Purchasers are resulting in the immediately preceding sentenceStaff or the SEC’s “by or on behalf of the Company” offering position, in which event the Registrable Securities held by such Purchaser or set of Purchasers shall be the only Registrable Securities 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 Registrable Securities by all such Purchasers). In addition, in the event that the Staff or the SEC does not 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 SEC has made a final does not require such identification or until such Purchaser accepts such identification and non-appealable determination that the SEC 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 SEC that a Subsequent Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized)Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Purchaser shall have the right to require, upon delivery of a written request to the Company signed by such Purchaser, 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 Purchaser in a manner acceptable to such Purchaser, and the Company shall use its commercially reasonable efforts following such request cause to file one or more Subsequent Registration Statements with be and keep effective such registration statement in the SEC 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 Purchaser have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Purchaser or (ii) all Registrable Securities may be resold by such Purchaser 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 Purchaser agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Purchaser as to all Registrable Securities held by such Purchaser 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 a Purchaser 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 Purchaser as contemplated above).

Offering. If (i) Subject in part to the Staff or truth and accuracy of each Investor’s representations set forth in Section 3 of this Agreement, the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to offer, sale and issuance of the Notes as contemplated by this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by are exempt from 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 registration requirements of any Registration Statement pursuant to Section 2(a) or Section 2(c)applicable state and federal securities laws, the Company is otherwise required by the Staff or the 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 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 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 including the Securities Act, and none of the Effectiveness Deadline shall automatically Company, the Guarantors, or any authorized agent acting on their behalf will take any action hereafter that would cause the loss of such exemption. (ii) Neither the Company nor any person acting on its behalf has offered or sold the Notes by any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in violation of the Securities Act. (iii) Neither the Company nor any of the Guarantors is, and upon the issuance and sale of the Notes contemplated hereby and the receipt and application of the net proceeds therefrom, none of them will be, an “investment company” or an entity “controlled” by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended. (iv) None of the Company, any Guarantor or any other person acting on their behalf has sold or issued any securities that would be deemed integrated with the offering of the Notes contemplated hereby pursuant to have elapsed with respect to such Registration Statement at such time as the Staff Securities Act, the rules and regulation thereunder or the SEC has made a final interpretations thereof by Securities and non-appealable determination that Exchange Commission. (v) When the SEC Notes (including the Guarantees thereon) are issued pursuant to this Agreement, such Notes and Guarantees will not permit such Registration Statement be of the same class (within the meaning of Rule 144A under the Securities Act) as securities of the Company or any Guarantor that are listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended, or that are quoted in a United States automated inter-dealer quotation system. (vi) Prior to be so utilized (unless prior to such time the date hereof, the Company has received assurances from the Staff or the SEC that a Subsequent Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraphexercised reasonable care, the Company shall use its commercially reasonable efforts to file one or more Subsequent Registration Statements with the SEC in accordance with Section 2(cSecurities and Exchange Commission rules and guidance, to determine whether any Covered Person (as defined below) until such is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii) under the Securities Act (“Disqualification Events”). To the Company’s knowledge, no Covered Person is subject to a Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. The Company has complied, to the extent applicable, with any disclosure obligations under Rule 506(e) under the Securities Act. “Covered Persons” are those persons specified in Rule 506(d)(1) under the Act, including the Company; the Guarantors; any predecessor or affiliate of the Company or of any Guarantors; any director, executive officer, or other officer of the Company or any Guarantor participating in the offering, general partner or managing member of the Company or any Guarantor; any beneficial owner of 20% or more of the Company’s or any Guarantor’s outstanding voting equity securities, calculated on the basis of voting power; any promoter (as defined in Rule 405 under the Act) connected with the Company or any Guarantor in any capacity at the time as all Registrable Securities have of the sale of the Notes; and any person that has been included or will be paid (directly or indirectly) remuneration for solicitation of purchasers in Registration Statements that have been declared effective connection with the sale of the Notes (a “Solicitor”), any general partner or managing member of any Solicitor, and any director, executive officer or other officer participating in the Prospectuses contained therein are available for use by the Investoroffering of any Solicitor or general partner or managing member of any Solicitor.

Offering. If the Staff staff of the SEC (the “Staff”) or the 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 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 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 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 SEC has made a final and non-appealable determination that the 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 SEC reasonably acceptable to Legal Counsel that a Subsequent new Registration Statement filed by the Company with the 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 Subsequent additional Registration Statements with the SEC 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 SEC 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 SEC 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 SEC 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 SEC Commission does not permit such Registration Statement pursuant to Section 2(a) 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the 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 Subsequent New Registration Statements with the SEC 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 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 Holders 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 Holder) or Section 2(c), the Company is otherwise required by the Staff or the SEC 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 Holders until such time as the Staff and the 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 reduce the number of shares to be included by all Holders on a pro rata basis (based upon the contrary, if after giving effect number of Registrable Securities otherwise required to be included for each Holder) unless the actions referred to inclusion of shares by a particular Holder or a particular set of Holders are resulting in the immediately preceding sentenceStaff or the SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Holder or set of Holders shall be the only shares subject to reduction (and if by a set of Holders on a pro rata basis by such Holders or on such other basis as would result in the exclusion of the least number of shares by all such Holders); provided, that, with respect to such pro rata portion allocated to any Holder, such Holder may elect the allocation of such pro rata portion among the Registrable Securities of such Holder. In addition, in the event that the Staff or the SEC does not requires any Holder 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 Holder 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 StatementHolder, 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 SEC has made a final and non-appealable determination that the SEC will 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 SEC that a Subsequent Registration Statement filed by the Company with the 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 Subsequent Registration Statements with the SEC in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective Holder accepts such identification and the Prospectuses contained therein are available for use by the Investormanner thereof.

Offering. If the Staff or the SEC 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 SEC 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 SEC 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 SEC 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the 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 Subsequent New Registration Statements with the SEC 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 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 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 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 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the 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 Subsequent Registration Statements with the SEC 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(j) in the event the staff of the SEC (the “Staff”) or the 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 SEC 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 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 sentenceStaff 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 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 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 SEC has made a final does not require such identification or until such Investor accepts such identification and non-appealable determination that the SEC 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 SEC that a Subsequent Registration Statement filed by the Company with the SEC 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 Subsequent Registration Statements with be and keep effective such registration statement in the SEC 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 the Staff of the SEC (the “Staff”) or the 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 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 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 Investors as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid; provided that the number of Registerable Securities included in the Registration Statement constituting Commitment Shares or Conversion Shares issuable upon conversion of the Class A Notes, shall not be reduced until the Conversion Shares issuable upon conversion of the Class B Notes shall have been reduced to zero. 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 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), 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 1933 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the 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 Subsequent Registration Statements with the SEC 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 InvestorInvestors. Notwithstanding any provision herein or in the Securities Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investors’ 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 the Staff or the SEC 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 SEC 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 registered by the Staff and Commission (the SEC shall so permit such Registration Statement to become effective and be used as aforesaid“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 SEC does not permit such Commission 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), any securities of holders exercising their rights to register such securities pursuant to the CF Principal Registration Rights Agreement and (equal in priority to the immediately foregoing) any Registrable Securities of holders exercising their rights to register their Registrable Securities pursuant to this Agreement, 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 SEC has made a final and non-appealable determination that the SEC 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 SEC that a Subsequent Registration Statement filed by the Company with the 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 Subsequent Registration Statements with the SEC 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 Initial Securities will be offered and sold to the Staff or the SEC seeks to characterize any offering Initial Purchasers pursuant to an exemption from the registration requirements under the Act. The Company has prepared a Registration Statement filed pursuant to this Agreement as constituting an preliminary offering of securities that does not permit such Registration Statement to become effective and be used for resales by memorandum, dated November 10, 1997 (the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices"Preliminary Offering Memorandum"), and a final offering memorandum, dated November 24, 1997 (the "Offering Memorandum"), relating to the Company, the Initial Securities and the Subsidiary Guarantees. The Initial Purchasers have advised the Company that the Initial Purchasers will make offers (the "Exempt Resales") of the Initial Securities on the terms set forth in the Offering Memorandum, as amended or if after supplemented, solely to (i) persons whom the filing 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 "Reg S Investor"). The QIBs and Reg S Investors are collectively referred to herein as the "Eligible Purchasers." Holders (including subsequent transferees) of any the Initial Securities will have the registration rights set forth in the registration rights agreement relating thereto (the "Registration Statement pursuant Rights Agreement"), to Section 2(a) or Section 2(cbe dated the Closing Date, for so long as such Initial Securities constitute "Transfer Restricted Securities" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company is otherwise required by and the Staff or Guarantors will agree to file with the SEC to reduce Securities and Exchange Commission (the number of Registrable Securities included in such "Commission"), under the circumstances set forth therein, (i) a registration statement under the Act (the "Exchange Offer Registration Statement, then ") relating to the Company shall reduce 11% Notes due 2004 (the number of Registrable "Exchange Securities") identical in all material respects to the Initial Securities (except that the Exchange Securities will not contain terms with respect to transfer restrictions or Liquidated Damages) to be included offered in such exchange for the Initial Securities (the "Exchange Offer") and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement (after consultation Statement" and, together with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the 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 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 Exchange Offer Registration Statement, the Company shall promptly (but in no event later than 48 hours"Registration Statements") request relating to the withdrawal resale by certain holders of the Initial Securities, and to use their best efforts to cause 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 SEC has made a final and non-appealable determination that the SEC will not permit such Registration Statement Statements to be so utilized (unless prior to such time the Company has received assurances from the Staff or the SEC that a Subsequent Registration Statement filed by the Company with the 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 Subsequent Registration Statements with the SEC 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 to consummate the Prospectuses contained therein Exchange Offer. This Agreement, the Securities, the Subsidiary Guarantees, the Indenture, the Registration Rights Agreement and the New Credit Facility (as defined in the Offering Memorandum) are available for use by hereinafter referred to collectively as the Investor"Operative Documents."

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) or the 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 Holders 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(aLegal Counsel) or Section 2(c), the Company is otherwise required by the Staff or the SEC 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 Holders until such time as the Staff and the 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 reduce the number of shares to be included by all Holders on a pro rata basis (based upon the contrary, if after giving effect number of Registrable Securities otherwise required to be included for each Holder) unless the actions referred to inclusion of shares by a particular Holder or a particular set of Holders are resulting in the immediately preceding sentenceStaff or the SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Holder or set of Holders shall be the only shares subject to reduction (and if by a set of Holders on a pro rata basis by such Holders or on such other basis as would result in the exclusion of the least number of shares by all such Holders), provided that in the event of any such pro rata reduction, (i) The number of Broker Warrant Shares shall first be reduced until all Broker Warrant Shares have been eliminated from such Registration Statement (if so required), (ii) the number of Warrant Shares shall first be reduced until all Warrant Shares have been eliminated from such Registration Statement (if so required), and (iii) then the number of Common Shares shall be reduced until all Common Shares have been eliminated from such Registration Statement (if so required). In addition, in the event that the Staff or the SEC does not requires any Holder 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 Holder 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 StatementHolder, 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 SEC has made a final does not require such identification or until such Holder accepts such identification and non-appealable determination that the SEC 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 SEC that a Subsequent Registration Statement filed by the Company with the SEC 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 six (6) months 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 Subsequent Registration Statements with be and keep effective such registration statement in the SEC 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 Company is advised by you that you propose to make a public offering of the Staff Bonds as soon after the effectiveness of this Underwriting Agreement as in your judgment is advisable. The Company is further advised by you that the Bonds will be offered to the public at the initial public offering price specified in the Prospectus Supplement plus accrued interest thereon, if any, from the Closing Date. Time and Place of Closing; Delivery of the Bonds Delivery of the Bonds and payment of the purchase price therefor by wire transfer of immediately available funds shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇ & Priest LLP, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, at 10:00 A.M., New York time, on [__________], 20__, or at such other time on the same or such other day as shall be agreed upon by the Company and you. The hour and date of such delivery and payment are herein called the "Closing Date." The Bonds shall be delivered to you only in book-entry only form through the facilities of The Depository Trust Company in New York, New York. The certificate for the Bonds shall be in the form of one typewritten global bond in fully registered form, in the aggregate principal amount of the Bonds, and registered in the name of Cede & Co., as nominee of The Depository Trust Company. The Company agrees to make the Bonds available to you for checking not later than 2:30 P.M., New York time, on the last business day preceding the Closing Date at such place as may be agreed upon between you and the Company, or at such other time and/or date as may be agreed upon between you and the Company. Covenants of the Company The Company covenants and agrees with you that: Not later than the Closing Date, the Company will deliver to you a conformed copy of the Registration Statement in the form that it or the SEC seeks most recent post-effective amendment thereto became effective, certified by an officer of the Company to characterize be in such form. The Company will deliver to you as many copies of the Prospectus (and any offering amendments or supplements thereto) as you may reasonably request. The Company will cause the Prospectus to be filed with the Commission pursuant to a and in compliance with Rule 424(b) and will advise you promptly of the issuance of any stop order under the Securities Act with respect to the Registration Statement filed pursuant or the institution of any proceedings therefor of which the Company shall have received notice. The Company will use its best efforts to prevent the issuance of any such stop order and to secure the prompt removal thereof if issued. During such period of time as you are required by law to deliver a prospectus after this Underwriting Agreement as constituting an offering of securities that does not permit such Registration Statement has become effective, if any event relating to become effective and be used for resales by or affecting the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices)Company, or if after of which the Company shall be advised by you in writing, shall occur which in the Company's opinion should be set forth in a supplement or amendment to the Prospectus in order to make the Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser of the Bonds, the Company will amend or supplement the Prospectus by either (i) preparing and filing with the Commission and furnishing to you a reasonable number of any Registration Statement copies of a supplement or supplements or an amendment or amendments to the Prospectus, or (ii) making an appropriate filing pursuant to Section 2(a13, 14 or 15(d) of the Exchange Act which will supplement or Section 2(camend the Prospectus, so that, as supplemented or amended, it will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading. Unless such event relates solely to your activities (in which case you shall assume the expense of preparing any such amendment or supplement), the Company is otherwise required expenses of complying with this Section 6(d) shall be borne by the Staff or Company until the SEC expiration of nine months from the time of effectiveness of this Underwriting Agreement, and such expenses shall be borne by you thereafter. The Company will make generally available to reduce its security holders, as soon as practicable, an earning statement (which need not be audited) covering a period of at least twelve months beginning after the number "effective date of Registrable the registration statement" within the meaning of Rule 158 under the Securities included Act, which earning statement shall be in such form, and be made generally available to security holders in such a manner, as to meet the requirements of the last paragraph of Section 11(a) of the Securities Act and Rule 158 under the Securities Act. At any time within six months of the date hereof, the Company will furnish such proper information as may be lawfully required by, and will otherwise cooperate in qualifying the Bonds for offer and sale under, the blue sky laws of such jurisdictions as you may reasonably designate, provided that the Company shall not be required to qualify as a foreign corporation or dealer in securities, to file any consents to service of process under the laws of any jurisdiction, or to meet any other requirements deemed by the Company to be unduly burdensome. The Company will, except as herein provided, pay all fees, expenses and taxes (except transfer taxes) in connection with (i) the preparation and filing of the Registration Statement and any post-effective amendments thereto, (ii) the printing, issuance and delivery of the Bonds and the preparation, execution, printing and recordation of the Supplemental Indenture, (iii) legal counsel relating to the qualification of the Bonds under the blue sky laws of various jurisdictions in an amount not to exceed $3,500, (iv) the printing and delivery to you of reasonable quantities of copies of the Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement preliminary (after consultation with the Investor and Legal Counsel as any supplemental) blue sky survey, any preliminary prospectus supplement relating to the specific Registrable Securities to be removed therefromBonds and the Prospectus and any amendment or supplement thereto, except as otherwise provided in paragraph (d) until such time of this Section 6, (v) the rating of the Bonds by one or more nationally recognized statistical rating agencies and (vi) filings or other notices (if any) with or to, as the Staff and the 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 sentencecase may be, the Staff or National Association of Securities Dealers, Inc. (the SEC does not permit such Registration Statement to become effective and be used for resales by "NASD") in connection with its review of the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices)terms of the offering. Except as provided above, the Company shall not request acceleration be required to pay any of your expenses, except that, if this Underwriting Agreement shall be terminated in accordance with the Effective Date provisions of such Registration StatementSection 7, 8 or 11 hereof, the Company will reimburse you for (A) the reasonable fees and expenses of Counsel for the Underwriter, whose fees and expenses you agree to pay in any other event, and (B) reasonable out-of-pocket expenses in an aggregate amount not exceeding $15,000, incurred in contemplation of the performance of this Underwriting Agreement. The Company shall promptly not in any event be liable to you for damages on account of loss of anticipated profits. The Company will not sell any additional First Mortgage Bonds without your consent until the earlier to occur of (but in no event later than 48 hoursi) request the withdrawal Closing Date and (ii) the date of the termination of the fixed price offering restrictions applicable to you. You agree to notify the Company of such Registration Statement termination if it occurs prior to the Closing Date. As soon as practicable after the Closing Date, the Company will make all recordings, registrations and filings necessary to perfect and preserve the lien of the Mortgage and the rights under the Supplemental Indenture, and the Company will use its best efforts to cause to be furnished to you a supplemental opinion of counsel for the Company, addressed to you, stating that all such recordings, registrations and filings have been made. Conditions of Underwriter's Obligations Your obligations to purchase and pay for the Bonds shall be subject to the accuracy on the date hereof and on the Closing Date of the representations and warranties made herein on the part of the Company and of any certificates furnished by the Company on the Closing Date and to the following conditions: The Prospectus shall have been filed with the Commission pursuant to Rule 477 under 424(b) prior to 5:30 P.M., New York time, on the second business day following the date of this Underwriting Agreement, or such other time and date as may be agreed upon by the Company and you. No stop order suspending the effectiveness of the Registration Statement shall be in effect at or prior to the Closing Date; no proceedings for such purpose shall be pending before, or, to your knowledge or the knowledge of the Company threatened by, the Commission on the Closing Date; and you shall have received a certificate, dated the Closing Date and signed by the President, a Vice President, the Treasurer or an Assistant Treasurer of the Company, to the effect that no such stop order has been or is in effect and that no proceedings for such purpose are pending before or, to the knowledge of the Company, threatened by the Commission. At the Closing Date, there shall have been issued and there shall be in full force and effect, to the extent legally required for the issuance and sale of the Bonds, a resolution or resolutions of the Council of the City of New Orleans, Louisiana (the "Council"), authorizing the issuance and sale of the Bonds on the terms set forth in, or contemplated by, this Underwriting Agreement. At the Closing Date, you shall have received from ▇▇▇▇ ▇. ▇▇▇▇, Esq., Senior Counsel-Corporate and Securities of Entergy Services, Inc. and ▇▇▇▇▇▇ ▇▇▇▇ & Priest LLP, opinions, dated the Closing Date, substantially in the forms set forth in Exhibits A and B hereto, respectively, (i) with such changes therein as may be agreed upon by the Company and you with the approval of Counsel for the Underwriter, and (ii) if the Prospectus shall be supplemented after being furnished to you for use in offering the Bonds, with changes therein to reflect such supplementation. At the Closing Date, you shall have received from Counsel for the Underwriter an opinion, dated the Closing Date, substantially in the form set forth in Exhibit C hereto, with such changes therein as may be necessary to reflect any supplementation of the Prospectus prior to the Closing Date. On or prior to the date this Underwriting Agreement became effective, you shall have received from Deloitte & Touche LLP, the Company's independent certified public accountants (the "Accountants"), a letter dated the date hereof and addressed to you to the effect that (i) they are independent certified public accountants with respect to the Company within the meaning of the Securities ActAct and the applicable published rules and regulations thereunder; (ii) in their opinion, the financial statements and financial statement schedules audited by them and included or incorporated by reference in the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the applicable published rules and regulations thereunder; (iii) on the basis of performing the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in SAS No. 71, Interim Financial Information, on the latest unaudited financial statements, if any, included or incorporated by reference in the Prospectus, a reading of the latest available interim unaudited financial statements of the Company, the minutes of the meetings of the Board of Directors of the Company, the Executive Committee thereof, if any, and the Effectiveness Deadline shall automatically be deemed stockholder of the Company, since December 31, 200_ to a specified date not more than five days prior to the date of such letter, and inquiries of officers of the Company who have elapsed responsibility for financial and accounting matters (it being understood that the foregoing procedures do not constitute an audit made in accordance with generally accepted auditing standards and they would not necessarily reveal matters of significance with respect to the comments made in such Registration Statement at such time as the Staff or the SEC has made a final and non-appealable determination letter and, accordingly, that the SEC will Accountants make no representations as to the sufficiency of such procedures for your purposes), nothing has come to their attention which caused them to believe that, to the extent applicable, (A) the unaudited financial statements of the Company (if any) included or incorporated by reference in the Prospectus do not permit such Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the related published rules and regulations thereunder; (B) any material modifications should be made to said unaudited financial statements for them to be so utilized in conformity with generally accepted accounting principles; and (unless C) at a specified date not more than five days prior to the date of the letter, there was any change in the capital stock of the Company, increase in long-term debt of the Company, or decrease in its net assets or shareholders' equity, in each case as compared with amounts shown in the most recent balance sheet incorporated by reference in the Prospectus, except in all instances for changes or decreases which the Prospectus discloses have occurred or may occur, for declarations of dividends, for the amortization of premium or discount on long-term debt, for any increases in long-term debt in respect of previously issued pollution control, solid waste disposal or industrial development revenue bonds, or for changes, increases or decreases as set forth in such time letter, identifying the same and specifying the amount thereof; and (iv) stating that they have compared specific dollar amounts, percentages of revenues and earnings and other financial information pertaining to the Company has received assurances from (x) set forth in the Staff or the SEC that a Subsequent Registration Statement Prospectus, and (y) set forth in documents filed by the Company pursuant to Section 13, 14 or 15(d) of the Exchange Act as specified in Exhibit D hereto, in each case, to the extent that such amounts, numbers, percentages and information may be derived from the general accounting records of the Company, and excluding any questions requiring an interpretation by legal counsel, with the SEC promptly thereafter may be so utilized). In results obtained from the event application of any reduction in Registrable Securities pursuant to this paragraphspecified readings, the Company shall use its commercially reasonable efforts to file one or more Subsequent Registration Statements with the SEC inquiries and other appropriate procedures (which procedures do not constitute an examination in accordance with generally accepted auditing standards) set forth in the letter, and found them to be in agreement. At the Closing Date, you shall have received a certificate, dated the Closing Date and signed by the President, a Vice President, the Treasurer or an Assistant Treasurer of the Company, to the effect that (i) the representations and warranties of the Company contained herein are true and correct, (ii) the Company has performed and complied with all agreements and conditions in this Underwriting Agreement to be performed or complied with by the Company at or prior to the Closing Date and (iii) since the most recent date as of which information is given in the Prospectus, as it may then be amended or supplemented, there has not been any material adverse change in the business, property or financial condition of the Company and there has not been any material transaction entered into by the Company, other than transactions in the ordinary course of business, in each case other than as referred to in, or contemplated by, the Prospectus, as it may then be amended or supplemented. At the Closing Date, you shall have received duly executed counterparts of the Supplemental Indenture. At the Closing Date, you shall have received from the Accountants a letter, dated the Closing Date, confirming, as of a date not more than five days prior to the Closing Date, the statements contained in the letter delivered pursuant to Section 2(c7(f) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective hereof. Between the date hereof and the Prospectuses contained therein are available for use by Closing Date, no default (or an event which, with the Investor.giving of notice or the passage of time or both, would constitute a default) under the Mortgage shall have occurred. Prior to the Closing Date, you shall have received from the Company evidence reasonably satisfactory to you that the Bonds have received ratings of [_____] or better from ▇▇▇▇▇'▇ Investors Service, Inc. and [___] or better from Standard & Poor's Ratings Services. Between the date hereof and the Closing Date, neither ▇▇▇▇▇'▇ Investors Service, Inc. nor Standard & Poor'

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) or the 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 Holders 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 Holder) or Section 2(c), the Company is otherwise required by the Staff or the SEC 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 Holders until such time as the Staff and the 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 Holders on a pro rata basis (based upon the contrary, if after giving effect number of Registrable Securities otherwise required to be included for each Holder) unless the actions referred to inclusion of the Registrable Securities by a particular Holder or a particular set of Holders are resulting in the immediately preceding sentenceStaff or the SEC’s “by or on behalf of the Company” offering position, in which event the Registrable Securities held by such Holder or set of Holders shall be the only Registrable Securities subject to reduction (and if by a set of Holders on a pro rata basis by such Holders or on such other basis as would result in the exclusion of the least number of Registrable Securities by all such Holders). In addition, in the event that the Staff or the SEC does not requires any Holder 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 Holder 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 StatementHolder, 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 SEC has made a final does not require such identification or until such Holder accepts such identification and non-appealable determination that the SEC 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 SEC that a Subsequent Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized)Note Amendment Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Holder shall have the right to require, upon delivery of a written request to the Company signed by such Holder, 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 Holder in a manner acceptable to such Holder, and the Company shall use its commercially reasonable efforts following such request cause to file one or more Subsequent Registration Statements with be and keep effective such registration statement in the SEC 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 Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Holder or (ii) all Registrable Securities may be resold by such 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) such Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Holder as to all Registrable Securities held by such Holder 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 a Holder 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 Holder as contemplated above).

Offering. If the Staff staff of the SEC (the “Staff”) or the 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 or remain 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)) by comment letter or otherwise, 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 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 on a pro rata basis among holders of Registrable Securities to be removed therefrom) until such time as the Staff and the 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 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the 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 Subsequent New Registration Statements with the SEC in accordance with Section 2(c) until such time as all Registrable Securities that have actually been issued and are not otherwise eligible for legend removal under Rule 144 of the Securities Act or otherwise 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 SEC (which shall for the purpose of this Section include any publicly-available written or oral guidance, comments, requirements or requests of the Staff and the Manual of Publicly Available Telephone Interpretations D.29) or the Staff as addressed in this Section 2(e).

Offering. If Notwithstanding anything to the Staff contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) or the 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 SEC 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 by the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the 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 SEC does not requires the 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 SEC has made a final does not require such identification or until such Investor accepts such identification and non-appealable determination that the SEC 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 SEC that a Subsequent Registration Statement filed by the Company with the SEC 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 Subsequent Registration Statements with be and keep effective such registration statement in the SEC 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 SEC 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 SEC 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 SEC 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 SEC 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 SEC Commission has made a final and non-appealable determination that the SEC 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 SEC Commission that a Subsequent New Registration Statement filed by the Company with the SEC 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 Subsequent New Registration Statements with the SEC 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 A. The Notes will be offered on a "$1.25 million aggregate principal amount minimum or none to $3.5 million aggregate principal amount maximum best efforts basis " for the Staff "Offering Period" as defined below. They will be issued in denominations of $10,000 or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement integral multiples thereof in such principal amounts as constituting an offering of securities that does not permit such Registration Statement to become effective and shall be used for resales determined by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices Company. B. The closing date will occur approximately seven business days (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a"Closing Date") or Section 2(c), following the acceptance by the Company is otherwise required of subscriptions for a sufficient aggregate principal amount of Notes offered hereby (as determined jointly by the Staff or the 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 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 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 less than five business days or as soon thereafter as funds have cleared the banking system in the normal course of business and, in any event, will occur on or before October 31, 1997 unless extended by the mutual consent of the Company and the Placement Agent to no later than 48 hours) request the withdrawal of December 1, 1997 (such Registration Statement pursuant date is hereinafter referred 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 "Termination Date"; the SEC period commencing on the date hereof and ending on the Termination Date is sometimes referred to herein as the "Offering Period"). There may be more than one Closing Date in the event that less than $3.5 million aggregate principal amount of Notes has made a final been sold and non-appealable determination that paid for on the SEC first Closing Date. C. The Notes 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 SEC that a Subsequent Registration Statement filed offered by the Company with through the SEC Placement Agent, by means of the "Offering Materials" which shall include such documents as appropriately describe the Company's business and prospects. A list of the Offering Materials is attached hereto as EXHIBIT I. Payment for the Notes shall be made by check or wire transfer as more fully described in the Subscription Agreement. The Placement will be effected pursuant to the exemption from the registration provisions of the Securities Act of 1933 (the "Securities Act") provided by Section 4 (2) thereof and Rule 506 of Regulation D promulgated thereunder by the Securities and Exchange Commission (the "Commission"). The Notes will be sold only to "Accredited Investors" within the meaning of Rule 501 (a) of Regulation D ("Accredited Investors"). D. All funds received from subscriptions will be promptly thereafter may be so utilizedtransmitted pursuant to the terms of an escrow agreement, to a special bank escrow account at The Chase Manhattan Bank (the "Escrow Agent"). In the event that less than $1.25 million in aggregate principal amount of any reduction Notes are subscribed for during the Offering Period, all funds will be returned promptly after the Termination Date in Registrable Securities full to subscribers without deduction therefrom or interest thereon. In the event that $1.25 million or more in aggregate principal amount of Notes are subscribed for during the Offering Period, the funds therefrom, net of (i) 10% commissions and 3% expense allowance (the "Expense Allowance") due ▇▇▇▇▇▇▇ (less $25,000 to be paid to ▇▇▇▇▇▇▇ or for its account upon the execution of this Agreement pursuant to the terms of Section 7 below, and (ii) bank escrow fees, will be forwarded to the Company, against delivery of the Notes as soon as the funds received from such subscriptions have cleared the banking system in the normal course of business. In addition, ▇▇▇▇▇▇▇ will be granted warrants (the "Placement Agent's Warrants"), exercisable over a five year period commencing upon the last Closing Date, to purchase a number of shares of the Common Stock equal to 10% of the aggregate gross proceeds of the Offering received by the Company divided by 3.6. The warrant exercise price will be $3.60 per share adjusted in accordance with anti dilution provisions which shall be the same as those set forth in the Note. E. The Company is required to obtain the permission of its primary lender, Credit Lyonnais New York Branch (the "Bank"), in order to effect the Placement. Accordingly, no funds will be released from the escrow account to the Company unless the Bank's permission is obtained or unless the Company determines to repay the Bank with the Placement proceeds. F. The Placement Agent shall not be obligated to sell any of the Notes and shall only be obligated to offer the Notes on a "best efforts" basis. G. The Company reserves the right to reject any subscriber, in whole or in part, in its sole discretion. Notwithstanding anything to the contrary contained in this paragraphPARAGRAPH G, the Company's right to reject a subscriber shall lapse five business days after receipt by the Company of the fully completed and duly executed subscription documents from the Placement Agent with respect to such subscriber, unless the Company shall use notify the Placement Agent of its commercially reasonable efforts election to file one or more Subsequent Registration Statements with the SEC in accordance with Section 2(c) until reject 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 Investorsubscriber prior thereto.

Offering. If the Staff staff of the Commission (the “Staff’) or the SEC 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 SEC 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 Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC 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 SEC 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 lapsed with respect to such Registration Statement at such time as the Staff or the SEC Commission has made a final and non-appealable determination that the SEC 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 SEC Commission that a Subsequent new Registration Statement filed by the Company with the SEC 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 Subsequent additional Registration Statements with the SEC 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 staff of the SEC (the “Staff”) or the 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 or remain effective and be used for resales by the Investor on a delayed or continuous basis Investors under Rule 415 at then-prevailing market prices (and not fixed prices)) by comment letter or otherwise, 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 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, which shall not be unreasonably withheld, of each Investor and Legal Counsel its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the 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 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the 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 Subsequent New Registration Statements with the SEC 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 InvestorInvestors. 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 Investors’ obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(f), and subject to the provisions of Section 2(a) with respect to the payment of liquidated damages.

Offering. If The Subscriber, on its own behalf and, if applicable, on behalf of a Disclosed Principal for whom it is acting hereunder, hereby acknowledges that the Staff or the SEC seeks Subscription Receipts subscribed to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting hereunder form part of an offering of securities that does not permit such Registration Statement up to become effective and be used 14,000,000 Subscription Receipts for resales aggregate gross proceeds of up to approximately US$14,000,000 directly by the Investor Corporation, to be issued and sold by the Corporation pursuant to the Subscription Agreement and the Subscription Receipt Certificates (the “Offering”).; On the Closing Date, the gross proceeds raised in connection with the Offering (collectively, the “Subscription Proceeds”) will be delivered to and held in escrow on behalf of the subscribers of Subscription Receipts (including the Subscriber) by the Corporation in a delayed segregated account and invested in an interest bearing account, short-term obligations of, or continuous basis under Rule 415 at then-prevailing market prices guaranteed by, the Government of Canada or any other investments that may be approved by the Corporation (the Subscription Proceeds, together with all interest and not fixed pricesother income earned thereon, the “Escrowed Funds”), pending the satisfaction or if after waiver (to the filing extent such waiver is permitted) of any Registration Statement the Escrow Release Condition at or prior to the Escrow Release Deadline, in accordance with the provisions of the Subscription Receipt Certificates. The Escrowed Funds will be released to the Corporation upon the satisfaction or waiver (to the extent such waiver is permitted) of the Escrow Release Condition at or before the Escrow Release Deadline, at which time each Subscription Receipt shall automatically be exchanged for one Underlying Share and one half (1/2) of one Warrant (such date hereinafter referred to as the “Escrow Release Date”). Unless the consent of holders of not less than 66 2/3% of the then outstanding Subscription Receipts is obtained pursuant to Section 2(athe terms of the Subscription Receipt Certificates, in the event that the Escrow Release Condition is not satisfied at or before 5:00 p.m. (Vancouver time) or Section 2(con October 15, 2020 (as the same may be extended in accordance with the terms of the Subscription Receipt Certificates) (the “Escrow Release Deadline”), the Company is otherwise required by the Staff or the SEC Corporation will return to reduce the number each holder of Registrable Securities included in such Registration StatementSubscription Receipts, 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 an amount equal to the specific Registrable Securities to be removed therefrom) until aggregate Subscription Price for the Subscription Receipts held by such time as holder plus a pro rata share of any interest or other income earned on the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrarySubscription Proceeds, less applicable withholding tax, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized)any. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company The Corporation shall use its commercially reasonable efforts to file one or more Subsequent Registration Statements with meet the SEC in accordance with Section 2(c) until Escrow Release Deadline prior to October 15, 2020. To the extent that the Escrowed Funds are insufficient to pay such time amounts to the holders of the Subscription Receipts, the Corporation will be liable for and will be required to contribute such amounts as all Registrable Securities have been included in Registration Statements that have been declared effective are necessary to satisfy any shortfall. The description of the Subscription Receipts, the Underlying Shares and the Prospectuses Warrants contained therein are available for use by in the InvestorTerm Sheet and this Agreement is a summary only and is subject to the provisions of the Subscription Receipt Certificates and the Warrant Indenture.

Offering. If the Staff or the SEC 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 SEC 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 SEC 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 SEC 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, 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the SEC 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 Subsequent New Registration Statements with the SEC 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 SEC 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 SEC 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 SEC 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 SEC 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 SEC Commission has made a final and non-appealable determination that the SEC 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 SEC Commission reasonably acceptable to Legal Counsel that a Subsequent new Registration Statement filed by the Company with the SEC 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 Subsequent additional Registration Statements with the SEC 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 staff of the SEC (the “Staff”) or the 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 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 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 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the 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 Subsequent New Registration Statements with the SEC 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 Investor, provided, however, that this obligation shall cease at the end of the Registration Period. Investor understands that the SEC Staff may require that Investor and any underwriters, broker-dealers, or agents that participate in the sale of Registrable Securities under the Registration Statement be deemed “underwriters” within the meaning of Section 2(11) of the Securities Act. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, Company’s obligations to register Registrable Securities (and any related conditions to Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).

Offering. If the Staff staff of the SEC (the “Staff”) or the 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 Investors 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 SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Registerable Securities to be included in such initial Registration Statement (after consultation with the Investor prior consent, which shall not be unreasonably withheld, of the Investors and Legal Counsel their legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the 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 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the 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 Subsequent New Registration Statements with the SEC 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 Investors. 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 SEC or the Staff as addressed in this Section 2(d). (a) If: (i) a Registration Statement is not filed on or prior to its Filing Date, or (ii) the Company fails to file with the SEC a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the SEC pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the SEC in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the SEC that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the SEC by the applicable Effectiveness Date of such Registration Statement (provided that, if the Registration Statement does not allow for the resale of Registrable Securities at prevailing market prices (i.e., only allows for fixed price sales), the Company shall have been deemed to have not satisfied this clause) or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Stated Value (as defined in the Certificate of Designation of the Series I Convertible Preferred Stock) or, in the case of the Registrable Securities in clause (ii) through (iv), the VWAP on the Event Date multiplied by the number of Registrable Securities subject to this clause (a). If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.

Offering. If the Staff or the SEC 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 SEC 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 the Investor’s Legal Counsel as to the specific Registrable Securities to be removed therefrom) to no more than the maximum number of securities as is permitted by the Commission to be registered until such time as the Staff and the SEC 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 SEC 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, 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraphSection 2(e), the Company shall use its commercially reasonable efforts to file one or more Subsequent New Registration Statements with the SEC 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 SEC 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 SEC 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 SEC 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 SEC 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 SEC Commission has made a final and non-appealable determination that the SEC 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 SEC Commission that a Subsequent New Registration Statement filed by the Company with the SEC 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 Subsequent New Registration Statements with the SEC Commission in accordance with Section 2(c) until such time as either (i) 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, or (ii) the Purchase agreement has been terminated and all Registrable Securities issued or sold by the Company to the Investor pursuant to the Purchase Agreement prior to such termination have been included in Registration Statements that have been declared effective and Prospectuses contained therein are available for use by the Investor.

Offering. If the Staff staff of the Commission (the “Staff”) or the SEC 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 SEC 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 SEC 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 SEC 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 SEC Commission has made a final and non-appealable determination that the SEC 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 SEC Commission reasonably acceptable to Legal Counsel that a Subsequent new Registration Statement filed by the Company with the SEC 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 Subsequent additional Registration Statements with the SEC 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 SEC 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 SEC 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 SEC 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 SEC 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 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the 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 Subsequent New Registration Statements with the SEC 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 Westlake Chemical Corporation, a Delaware corporation (the Staff or “Company”), proposes to issue and sell to the SEC seeks several underwriters named in Schedule A hereto (the “Underwriters”) U.S. $250.0 million principal amount of its 6 5/8% Senior Notes due 2016 (the “Offered Securities”) to characterize any offering pursuant be issued under an Indenture dated as of January 1, 2006, as supplemented by a First Supplemental Indenture to be dated January 13, 2006 (as supplemented, the “Indenture”), between the Company, the Subsidiary Guarantors (as set forth therein) and JPMorgan Chase Bank, National Association as trustee (the “Trustee”). The Offered Securities will be unconditionally guaranteed as to the payment of principal, premium, if any, and interest (the “Guarantees”) by the subsidiaries of the Company named in Schedule B hereto (each a Registration Statement filed pursuant “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”). As used herein, the term “Operative Documents” refers to this Agreement and the Indenture. The Company and the Subsidiary Guarantors have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-124581), including a form of prospectus, for the registration of the offer and sale of certain securities, including the Offered Securities, under the Securities Act of 1933, as constituting an offering amended (the “1933 Act”), from time to time in accordance with Rule 415 of securities that does not permit such Registration Statement to become the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”). Such registration statement, as amended, has been declared 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 Commission. Promptly after the filing time of this Agreement but, in any Registration Statement pursuant event, prior to Section 2(a) or Section 2(cthe Closing Date (as defined hereinafter), the Company and the Subsidiary Guarantors will prepare and file a prospectus supplement relating to the Offered Securities, the terms of the offering thereof and the other matters set forth therein, pursuant to Rule 424(b) under the 1933 Act Regulations. The final prospectus and the final prospectus supplement relating to the Offered Securities, in the forms filed with the Commission pursuant to Rule 424(b) under the 1933 Act Regulations for use in connection with the offering of the Offered Securities, are collectively referred to herein as the “Prospectus”, and such registration statement, as amended, including the financial statements, schedules and other information which is otherwise required incorporated by reference in the prospectus contained in the registration statement at the time such registration statement became effective, in the form in which it became effective, is hereinafter called the “Registration Statement”; provided, however, that all references to the “Registration Statement” and the “Prospectus” shall also be deemed to include all documents incorporated therein by reference pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), prior to the Applicable Time (as defined hereinafter). A “preliminary prospectus” shall be deemed to refer to any prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the 1933 Act Regulations and was used after such effectiveness and prior to the initial delivery of the Prospectus to the Underwriters by the Staff or Company. For purposes of this Agreement, all references to the 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 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 any preliminary prospectus or the SEC does not permit such Registration Statement Prospectus or any amendment or supplement 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 any of the Effective Date of such Registration Statement, the Company foregoing 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 be identical to such Registration Statement at such time as the Staff or the SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement copy filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities Commission pursuant to this paragraphits Electronic Data Gathering, the Company shall use its commercially reasonable efforts to file one or more Subsequent Registration Statements with the SEC in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective Analysis and the Prospectuses contained therein are available for use by the InvestorRetrieval system (“▇▇▇▇▇”).

Offering. If the Staff staff of the Commission (the “Staff”) or the SEC 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 SEC 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 SEC 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 SEC 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the 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 Subsequent additional Registration Statements with the SEC 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 Initial Notes will be offered and sold to the Staff or the SEC seeks to characterize any offering Placement Agents pursuant to an exemption from the registration requirements under the Act. The Company has prepared a Registration Statement filed pursuant preliminary offering memorandum, dated December 10, 1998 (the "Preliminary Offering Memorandum"), and a final offering memorandum, dated December 16, 1998 (the "Offering Memorandum"), relating to this Agreement the Company, the Guarantors and their respective subsidiaries and the Initial Notes. The Placement Agents have advised the Company that the Placement Agents will make offers (the "Exempt Resales") of the Initial Notes on the terms set forth in the Offering Memorandum, as constituting an offering amended or supplemented, solely to persons whom the Placement Agents reasonably believe to be (i) in the case of securities that does not permit such Registration Statement offers inside the United States, "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs") and (ii) in the case of offers outside the United States, to become effective and be used for resales by persons other than U.S. persons ("foreign purchasers," which term shall include dealers or other professional fiduciaries in the Investor United States acting on a delayed discretionary basis for foreign beneficial owners (other than an estate or continuous basis trust)) in reliance upon Regulation S under Rule 415 the Securities Act that, in each case, in purchasing such Initial Notes are deemed to have represented and agreed as provided in the Offering Memorandum under the caption "Transfer Restrictions". The QIBs and the foreign purchasers are referred to herein as the "Eligible Purchasers." The Placement Agents will offer the Initial Notes to such Eligible Purchasers initially at then-prevailing market prices a price equal to 100% of the principal amount thereof. Such price may be changed at any time without notice. Holders (and not fixed pricesincluding subsequent transferees) of Initial Notes will have the registration rights set forth in the registration rights agreement relating thereto (the "Registration Rights Agreement"), or if after to be dated the filing of any Closing Date. Pursuant to the Registration Statement pursuant to Section 2(a) or Section 2(c)Rights Agreement, the Company is otherwise required by and the Staff Guarantors will agree to file with the Securities and Exchange Commission (the "Commission"), under circumstances set forth therein, (i) a registration statement under the Act (the "Exchange Offer Registration Statement"), relating to the 8 1/8% Exchange Senior Subordinated Notes due 2009 (the "Exchange Notes") to be offered in exchange for the Initial Notes (the "Exchange Offer") or (ii) a shelf registration statement pursuant to Rule 415 under the SEC to reduce Act (each of the number of Registrable Securities included in such "Shelf Registration Statement" and the Exchange Offer Registration Statement, then being referred to as a "Registration Statement"), relating to the Company shall reduce resale by certain holders of the number of Registrable Securities Initial Notes, and to use their best efforts to cause such Registration Statements 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 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 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the 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 Subsequent Registration Statements with the SEC 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 to consummate the Prospectuses contained therein Exchange Offer. This Agreement, the Notes, the Guarantees, the Indenture and the Registration Rights Agreement are available for use by hereinafter referred to collectively as the Investor"Operative Documents."

Offering. If the Staff or the SEC 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 SEC 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 SEC 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 SEC 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, 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the 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 best efforts to file one or more Subsequent New Registration Statements with the SEC 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. Under all circumstances, the Company’s obligations under this Agreement are subject in all respects to the satisfaction of the requirements of the Staff and the Commission, and under no circumstances will the Company be deemed to have missed any deadline under this Agreement if such failure results from delays or other consequences resulting from the Company complying with the requirements of the Staff or the Commissions unless such requirements could have been satisfied by the Company’s exercise of reasonable best efforts.

Offering. If the Staff or the SEC 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 SEC 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 SEC 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 SEC 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the 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 Subsequent New Registration Statements with the SEC 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 Notwithstanding anything to the contrary contained in this Agreement, in the event the Staff or the 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 Holders 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 Holder) or Section 2(c), the Company is otherwise required by the Staff or the SEC 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 Holders until such time as the Staff and the 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 reduce the number of shares to be included by all Holders on a pro rata basis (based upon the contrary, if after giving effect number of Registrable Securities otherwise required to be included for each Holder) unless the actions referred to inclusion of shares by a particular Holder or a particular set of Holders are resulting in the immediately preceding sentenceStaff or the SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Holder or set of Holders shall be the only shares subject to reduction (and if by a set of Holders on a pro rata basis by such Holder or on such other basis as would result in the exclusion of the least number of shares by all such Holders). In addition, in the event that the Staff or the SEC does not requires any Holder 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 Holder 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 StatementHolder, 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 SEC has made a final does not require such identification or until such Holder accepts such identification and non-appealable determination the manner thereof. Any reduction pursuant to this paragraph will first reduce all securities that the SEC will are not permit Registrable Securities (including securities included in such Registration Statement pursuant to a Permitted Registration (as defined in the SPA)), if any such securities are permitted by the Required Holder to be so utilized (unless prior to such time the Company has received assurances from the Staff or the SEC that a Subsequent Registration Statement filed by the Company included in accordance with the SEC 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 Holder shall have the right to require, upon delivery of a written request to the Company signed by such Holder, 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 Holder in a manner acceptable to such Holder, 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 Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Holder or more Subsequent (ii) all Registrable Securities may be resold by such 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) such Holder agrees to be named as an underwriter in any such Registration Statements Statement in a manner acceptable to such Holder as to all Registrable Securities held by such Holder 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 Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the SEC resale thereof by such Holder 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 an 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 The Company is advised by the Staff Underwriters that they propose to make a public offering of their respective portions of the Bonds as soon after the effectiveness of this Underwriting Agreement as in their judgment is advisable. 9; The Company is further advised by the Underwriters that the Bonds will be offered to the public at the initial public offering price specified in the Prospectus Supplement plus accrued interest thereon, if any, from the Closing Date. Time and Place of Closing,; Delivery of the Bonds. Delivery of the Bonds and payment of the purchase price therefor by wire transfer of immediately available funds shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇ & Priest LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, at 10:00 A.M., New York time, on [________], [20__], or at such other time on the same or such other day as shall be agreed upon by the Company and the Representatives, or as may be established in accordance with Section 11 hereof. The hour and date of such delivery and payment are herein called the "Closing Date." The Bonds shall be delivered to the Underwriters in book-entry only form through the facilities of The Depository Trust Company in New York, New York. The certificate for the Bonds shall be in the form of one typewritten global bond in fully registered form, in the aggregate principal amount of the Bonds, and registered in the name of Cede & Co., as nominee of The Depository Trust Company. The Company agrees to make the Bonds available to the Underwriters for checking not later than 2:30 P.M., New York time, on the last business day preceding the Closing Date at such place as may be agreed upon between the Underwriters and the Company, or at such other time and/or date as may be agreed upon between the Underwriters and the Company. Covenants of the Company. The Company covenants and agrees with the several Underwriters that: Not later than the Closing Date, the Company will deliver to the Underwriters a conformed copy of the Registration Statement in the form that it or the SEC seeks most recent post-effective amendment thereto became effective, certified by an officer of the Company to characterize any be in such form.The Company will prepare a final term sheet, containing solely a description of the final terms of the Bonds and the offering thereof, in a form approved by the Representatives and will file such term sheet pursuant to a Registration Statement Rule 433(d) under the Securities Act within the time required by such Rule. The Company will deliver to the Underwriters as many copies of the Prospectus (and any amendments or supplements thereto) and each Issuer Free Writing Prospectus as the Underwriters may reasonably request.The Company will cause the Prospectus to be filed with the Commission pursuant to this Agreement as constituting an offering and in compliance with Rule 424(b) (without reliance on Rule 424(b)(8) under the Securities Act) and will advise the Representatives, promptly 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 issuance of any stop order under the Securities Act with respect to the Registration Statement Statement, any Issuer Free Writing Prospectus, the Basic Prospectus or the Prospectus or the institution of any proceedings therefor or pursuant to Section 2(a8A of the Securities Act of which the Company shall have received notice. The Company will use its best efforts to prevent the issuance of any such stop order and to secure the prompt removal thereof if issued.During such period of time as the Underwriters are required by law to deliver a prospectus (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) after this Underwriting Agreement has become effective, if any event relating to or affecting the Company, or of which the Company shall be advised by the Underwriters in writing, shall occur which in the Company's opinion should be set forth in a supplement or amendment to the Prospectus or the Disclosure Package in order to make the Prospectus or the Disclosure Package not misleading in the light of the circumstances when it is delivered (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) to a purchaser of the Bonds, the Company will amend or supplement the Prospectus or the Disclosure Package by either (i) preparing and filing with the Commission and furnishing to the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Prospectus or the Disclosure Package, or (ii) making an appropriate filing pursuant to Section 13, 14 or 15(d) of the Exchange Act which will supplement or amend the Prospectus or the Disclosure Package, so that, as supplemented or amended, it will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) or Section 2(cthe Disclosure Package is delivered to a purchaser, not misleading. Unless such event relates solely to the activities of the Underwriters (in which case the Underwriters shall assume the expense of preparing any such amendment or supplement), the Company is otherwise required expenses of complying with this Section 6 (e) shall be borne by the Staff or Company until the SEC expiration of nine months from the time of effectiveness of this Underwriting Agreement, and such expenses shall be borne by the Underwriters thereafter.The Company will make generally available to reduce its security holders, as soon as practicable, an earning statement (which need not be audited) covering a period of at least twelve months beginning after the number "effective date of Registrable the registration statement" within the meaning of Rule 158 under the Securities included Act, which earning statement shall be in such form, and be made generally available to security holders in such a manner, as to meet the requirements of the last paragraph of Section 11 (a) of the Securities Act and Rule 158 under the Securities ▇▇▇.▇▇ any time within six months of the date hereof, the Company will furnish such proper information as may be lawfully required by, and will otherwise cooperate in qualifying the Bonds for offer and sale under, the blue sky laws of such jurisdictions as the Underwriters may reasonably designate, provided that the Company shall not be required to qualify as a foreign corporation or dealer in securities, to file any consents to service of process under the laws of any jurisdiction, or to meet any other requirements deemed by the Company to be unduly burdensome.The Company will, except as herein provided, pay all fees, expenses and taxes (except transfer taxes) in connection with the offering of the Bonds, including with respect to (i) the preparation and filing of the Registration Statement and any post-effective amendments thereto, (ii) the printing, issuance and delivery of the Bonds and the preparation, execution, printing and recordation of the Supplemental Indenture, (iii) legal counsel relating to the qualification of the Bonds under the blue sky laws of various jurisdictions in an amount not to exceed $3,500, (iv) the printing and delivery to the Underwriters of reasonable quantities of copies of the Registration Statement, then the Company shall reduce preliminary (and any supplemental) blue sky survey, the number Basic Prospectus, each Issuer Free Writing Prospectus and the Prospectus and any amendment or supplement thereto, except as otherwise provided in paragraph (e) of Registrable Securities to be included in such Registration Statement this Section 6, (after consultation v) the rating of the Bonds by one or more nationally recognized statistical rating agencies, and (vi) filings or other notices (if any) with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time or to, as the Staff and the 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 sentencecase may be, the Staff or National Association of Securities Dealers, Inc. (the SEC does not permit such Registration Statement to become effective and be used for resales by "NASD") in connection with its review of the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices)terms of the offering. Except as provided above, the Company shall not request acceleration be required to pay any expenses of the Effective Date Underwriters, except that, if this Underwriting Agreement shall be terminated in accordance with the provisions of such Registration StatementSection 7, 8 or 12 hereof, the Company will reimburse the Underwriters for (A) the reasonable fees and expenses of Counsel for the Underwriters, whose fees and expenses the Underwriters agree to pay in any other event, and (B) reasonable out--of--pocket expenses in an aggregate amount not exceeding $15,000, incurred in contemplation of the performance of this Underwriting Agreement. The Company shall promptly not in any event be liable to the Underwriters for damages on account of loss of anticipated profits.The Company will not sell any additional first mortgage bonds without the consent of the Representatives until the earlier to occur of (but in no event later than 48 hoursi) request the withdrawal Closing Date and (ii) the date of the termination of the fixed price offering restrictions applicable to the Underwriters. The Underwriters agree to notify the Company of such Registration Statement pursuant termination if it occurs prior to Rule 477 the Closing ▇▇▇▇.▇▇ soon as practicable after the Closing Date, the Company will make all recordings, registrations and filings necessary to perfect and preserve the lien of the Mortgage and the rights under the Securities ActSupplemental Indenture, and the Effectiveness Deadline shall automatically Company will use its best efforts to cause to be deemed furnished to the Underwriters a supplemental opinion of counsel for the Company, addressed to the Underwriters, stating that all such recordings, registrations and filings have elapsed with respect to such Registration Statement at such time been made.The Company agrees that, unless it has obtained or will obtain, as the Staff case may be, the prior written consent of the Representatives, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the SEC case may be, the prior written consent of the Company, it has not made a final and non-appealable determination that the SEC will not permit such Registration Statement make any offer relating to the Bonds that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be so utilized (unless prior to such time the Company has received assurances from the Staff or the SEC that a Subsequent Registration Statement filed by the Company with the SEC promptly thereafter Commission or retained by the Company under Rule 433 under the Securities Act, other than the final term sheet prepared and filed pursuant to Section 6(b) hereto; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses identified in Parts A and B of Schedule II hereto and any electronic road show identified in Part B of Schedule II hereto. Any such Free Writing Prospectus consented to by the Representatives or the Company is hereinafter referred to as a "Permitted Free Writing Prospectus." The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including, if applicable, in respect of timely filing with the Commission, legending and record keeping. Conditions of Underwriters' Obligations. The obligations of the Underwriters to purchase and pay for the Bonds shall be subject to the accuracy on the date hereof and on the Closing Date of the representations and warranties made herein on the part of the Company and of any certificates furnished by the Company on the Closing Date and to the following conditions: The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) prior to 5:30 P.M., New York time, on the second business day following the date of this Underwriting Agreement, or such other time and date as may be so utilized). In agreed upon by the event of Company and the Underwriters.; and the final term sheet contemplated by Section 6(b) hereto and any reduction in Registrable Securities other material required to be filed by the Company pursuant to this paragraphRule 433(d) under the Securities Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule ▇▇▇.▇▇ stop order suspending the effectiveness of the Registration Statement, or preventing or suspending the use of the Basic Prospectus, any Issuer Free Writing Prospectus or the Prospectus, shall be in effect at or prior to the Closing Date; no proceedings for such purpose or pursuant to Section 8A of the Securities Act against the Company or relating to the offering of the Bonds shall be pending before, or, to the knowledge of the Company or the Underwriters, threatened by, the Company Commission on the Closing Date; and the Underwriters shall use its commercially reasonable efforts have received a certificate, dated the Closing Date and signed by the President, a Vice President, the Treasurer or an Assistant Treasurer of the Company, to file the effect that, as of the Closing Date, no such stop order has been or is in effect and that no proceedings for such purposes are pending before or, to the knowledge of the Company, threatened by the ▇▇▇▇▇▇▇▇▇▇.▇▇ the Closing Date, there shall have been issued and there shall be in full force and effect, to the extent legally required for the issuance and sale of the Bonds, one or more Subsequent Registration Statements orders of the Federal Energy Regulatory Commission under the Federal Power Act authorizing the issuance and sale of the Bonds on the terms set forth in, or contemplated by, this Underwriting ▇▇▇▇▇▇▇▇▇.▇▇ the Closing Date, the Underwriters shall have received from ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, [________], Esq., Senior Counsel - Corporate and Securities of Entergy Services, Inc., and ▇▇▇▇▇▇ ▇▇▇▇ & Priest LLP, opinions, dated the Closing Date, substantially in the forms set forth in Exhibits A, B and C hereto, respectively, (i) with such changes therein as may be agreed upon by the Company and the Underwriters with the SEC approval of Counsel for the Underwriters, and (ii) if the Disclosure Package or the Prospectus shall be supplemented after being furnished to the Underwriters for use in offering the Bonds, prior to the Closing Date, with changes therein to reflect such ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇ the Closing Date, the Underwriters shall have received from Counsel for the Underwriters an opinion, dated the Closing Date, substantially in the form set forth in Exhibit D hereto, with such changes therein as may be necessary to reflect any supplementation of the Disclosure Package or the Prospectus prior to the Closing Date.On or prior to the date this Underwriting Agreement became effective, the Underwriters shall have received from Deloitte & Touche LLP, the Company's independent registered public accountants (the "Accountants"), a letter dated the date hereof and addressed to the Underwriters to the effect that (i) they are independent registered public accountants with respect to the Company within the meaning of the Securities Act and the applicable published rules and regulations thereunder; (ii) in their opinion, the financial statements and financial statement schedules audited by them and included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the applicable published rules and regulations thereunder; (iii) on the basis of performing the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in SAS No. 100, Interim Financial Information, on the latest unaudited financial statements, if any, included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, a reading of the latest available interim unaudited financial statements of the Company, the minutes of the meetings of the Board of Directors of the Company, the Executive Committee thereof, if any, other committees thereof specified therein and the stockholder of the Company, since December 31, [___] to a specified date not more than three business days prior to the date of such letter, and inquiries of officers of the Company who have responsibility for financial and accounting matters (it being understood that the foregoing procedures do not constitute an audit made in accordance with Section 2(c) until generally accepted auditing standards and they would not necessarily reveal matters of significance with respect to the comments made in such time letter and, accordingly, that the Accountants make no representations as all Registrable Securities have been included in Registration Statements that have been declared effective and to the Prospectuses contained therein are available sufficiency of such procedures for use by the Investor.purposes of the Underwriters), nothing has come to their attention which caused them to believe that, to the extent applicable,

Offering. If the Staff staff of the SEC (the “Staff”) or the 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 SCIO, or continuous basis its distributees, 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 Adamas is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company Adamas shall reduce the number of Registrable Securities to be included in such initial Registration Statement (after consultation with the Investor prior consent, which shall not be unreasonably withheld, of SCIO and Legal Counsel its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything Unless the Registration Period has ended, in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company Adamas shall use its commercially reasonable efforts to file one or more Subsequent New Registration Statements with the SEC 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 SCIO or its distributees. Notwithstanding any provision herein or in the InvestorPurchase Agreement to the contrary, Adamas’s obligations to register Registrable Securities (and any related conditions to SCIO’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).

Offering. If the Staff or the SEC seeks (a) This subscription is submitted 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 you in accordance with 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 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 subject to the specific Registrable Securities to be removed therefrom) until such time as the Staff terms and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything conditions described in this Agreement Subscription Agreement, as amended or supplemented from time to time, including all attachments, schedules and exhibits hereto, relating to the contrary, if after giving effect to offering (the actions referred to in the immediately preceding sentence, the Staff or the 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“Offering”) 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with of a maximum of twenty five million (25,000,000) Units (the SEC promptly thereafter may be so utilized“Maximum Offering Amount”). In the event the Maximum Offering Amount is sold, the Placement Agent (as defined below) and the Company shall have the right to place an additional five million (5,000,000) Units to cover over-allotments. (b) Subject to Section 5 of any reduction this Subscription Agreement, provided that the Purchaser subscribes for the Units in Registrable Securities pursuant the Offering for the amount equal to this paragraphat least fifty percent (50%) of the subscription amount(s) such Purchaser previously invested in the aggregate in the private placements conducted by the Company since September 21, 2011 (collectively, “Prior Offerings”), the Company shall use will reduce the exercise price of such Purchaser’s unexercised warrants, if any, issued by the Company in the Prior Offerings (the “Prior Warrants”) to $0.30 (“New Warrant Exercise Price”). The Purchaser understands and agrees that the Company, in its commercially reasonable efforts sole and absolute discretion, reserves the right to file one or more Subsequent Registration Statements determine if the Purchaser’s subscription(s) in the Prior Offerings entitles such Purchaser’s Prior Warrants to have the New Warrant Exercise Price, notwithstanding the acceptance of the Purchaser’s subscription by the Company under this Subscription Agreement. Subject to Section 5 of this Subscription Agreement, in the event such determination is made by the Company, no action in connection with the SEC in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective Prior Warrants will be required by the Purchaser and the Prospectuses contained therein are available for use Company will provide such Purchaser with a determination letter setting forth which Prior Warrants and the number of such warrants were deemed by the InvestorCompany to have the exercise price equal to the New Warrant Exercise Price. The Purchaser acknowledges and agrees that any such determination shall be binding upon the Purchaser.

Offering. If the Staff or the SEC 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 SEC 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 SEC 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 SEC 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 SEC has made a final and non-appealable determination that the 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 SEC that a Subsequent Registration Statement filed by the Company with the 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 Subsequent New Registration Statements with the SEC 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 the Staff or the SEC seeks to characterize any offering pursuant to The Underwriter hereby certifies that it has made a Registration Statement filed pursuant to this Agreement as constituting an bona fide public offering of securities that does not permit such Registration Statement all the Bonds as of the date hereof at the prices shown in the table attached to become effective and be used for resales by Appendix A hereto. On or prior to 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)Closing Date, the Company is otherwise required by Underwriter shall provide the Staff or District with information regarding the SEC prices at which a representative portion of each maturity of the Bonds was sold to reduce the number of Registrable Securities included public, 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 form as the Staff District may reasonably request, for purposes of determining the yield on the Bonds. The District hereby ratifies, approves and confirms the distribution of this Purchase Contract, the Resolution, the Paying Agent Agreement and the SEC shall so permit such Registration Preliminary Official 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 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 District with respect to the Bonds, in connection with the public offering and sale of the Bonds by the Underwriter. The Underwriter hereby represents that it has received and reviewed the Preliminary Official Statement, and hereby agrees that it will provide, consistent with the requirements of MSRB Rule G-32, for the delivery of a copy of the final Official Statement describing the Bonds, dated the date hereof (the “Official Statement”), to each customer who purchases any Bonds during the underwriting period (as such Registration Statement at such time as term is defined in MSRB Rule G- 11), and to deliver a copy of the Staff or the SEC has made a final and non-appealable determination that the SEC will not permit such Registration Official Statement to be so utilized the MSRB on or before the Closing Date, and otherwise to comply with all applicable statutes and regulations in connection with the offering and sale of the Bonds, including, without limitation, MSRB Rule G-32 and 17 CFR Section 240.15c2-12, promulgated by the Securities and Exchange Commission (unless “Rule 15c2-12”). The Underwriter hereby agrees that prior to such the time the Company has received assurances Official Statement is available, the Underwriter will send to any potential purchaser of the Bonds, upon request, a copy of the most recent Preliminary Official Statement. Such Preliminary Official Statement shall be sent by first class mail (or other equally prompt means) not later than the first business day following the date upon which each such request is received. The District will electronically deliver to the Underwriter within seven business days from the Staff or date hereof, a copy of the SEC that a Subsequent Registration Official Statement filed of the District with respect to the Bonds, signed by an Authorized District Representative of the District, dated as of the date hereof, substantially in the form of the Preliminary Official Statement, with such changes thereto as shall be approved by the Company with the SEC promptly thereafter may Underwriter, which approval shall not 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 Subsequent Registration Statements with the SEC 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 Investorunreasonably withheld.

Offering. If the Staff or the SEC 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 SEC 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 SEC 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 SEC 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 thenprevailing 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 SEC Commission has made a final and non-appealable determination that the SEC 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 SEC Commission that a Subsequent New Registration Statement filed by the Company with the SEC 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 Subsequent New Registration Statements with the SEC 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 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 Holders 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(aLegal Counsel) or Section 2(c), the Company is otherwise required by the Staff or the SEC 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 Holders until such time as the Staff and the 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 reduce the number of shares to be included by all Holders on a pro rata basis (based upon the contrary, if after giving effect number of Registrable Securities otherwise required to be included for each Holder) unless the actions referred to inclusion of shares by a particular Holder or a particular set of Holders are resulting in the immediately preceding sentenceStaff or the SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Holder or set of Holders shall be the only shares subject to reduction (and if by a set of Holders on a pro rata basis by such Holders or on such other basis as would result in the exclusion of the least number of shares by all such Holders), provided that in the event of any such pro rata reduction, (i) The number of Broker Warrant Shares shall first be reduced until all Broker Warrant Shares have been eliminated from such Registration Statement (if so required), (ii) the number of Series E Warrant Shares shall first be reduced until all Series E Warrant Shares have been eliminated from such Registration Statement (if so required), (iii) then the number of Series D Warrant Shares shall first be reduced until all Series D Warrant Shares have been eliminated from such Registration Statement (if so required), (iv) then the number of Series C Warrant Shares shall first be reduced until all Series C Warrant Shares have been eliminated from such Registration Statement (if so required), (v) then the number of Series A Warrant Shares shall be reduced until all Series B Warrant Shares have been eliminated from such Registration Statement (if so required), (vi) then the number of Series B Warrant Shares shall be reduced until all Series A Warrant Shares have been eliminated from such Registration Statement (if so required), and (vii) then the number of Underlying Series B Shares shall be reduced until all Underlying Series B Shares have been eliminated from such Registration Statement (if so required). In addition, in the event that the Staff or the SEC does not requires any Holder 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 Holder 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 StatementHolder, 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 SEC has made a final does not require such identification or until such Holder accepts such identification and non-appealable determination that the SEC 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 SEC that a Subsequent Registration Statement filed by the Company with the SEC 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 six (6) months 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 Subsequent Registration Statements with be and keep effective such registration statement in the SEC 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 SEC 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 SEC 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 SEC 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 SEC 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 SEC Commission has made a final and non-appealable determination that the SEC 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 SEC Commission that a Subsequent New Registration Statement filed by the Company with the SEC 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 Subsequent New Registration Statements with the SEC 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.. DOCPROPERTY "CUS_DocIDChunk0"