Common use of Registration Statements Clause in Contracts

Registration Statements. (i) Promptly following the Effective Date but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 under the 1933 Act (“Rule 415”) or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Investors may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(a)(ii) and shall contain (except if otherwise required pursuant to written comments received from the SEC upon review of such Registration Statement) a “Plan of Distribution” substantially in the form attached hereto as Exhibit A (which may be modified to respond to comments, if any, provided by the SEC); provided, however, that no Investor shall be named as an Underwriter in such Registration Statement without the Investor’s prior written consent. In the event that the Company is not eligible to register the Registrable Securities on Form S-3 and instead registers the Registrable Securities on another form of registration statement pursuant to the 1933 Act, the Company shall convert or replace such registration statement with a registration statement on Form S-3 promptly following confirmation that the Company becomes eligible to use Form S-3 to register the Registrable Securities.

Registration Statements. (i) Promptly following the Effective First Closing Date but no later than thirty (30) days after the First Closing Date (the “First Closing Filing Deadline”), the Company shall prepare and file with the SEC a one Registration Statement covering the resale of all of the Registrable Securities issued at the First Closing or issuable upon exercise of securities issued at the First Closing (the “First Closing Registrable Securities”). Each Registration Statement filed hereunder shall be on Form S-3 and for an offering to be made on a continuous basis pursuant to Rule 415 under the 1933 Act (“Rule 415”) or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Investors may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is not then ineligible eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on such other another appropriate form available to register for resale the Registrable Securities as a secondary offering) in accordance herewith, subject to the provisions of Section 2(a)(ii2(d)) and shall contain (except if otherwise required pursuant and, subject to written comments received from the any SEC upon review of comments, such Registration Statement) a “Plan Statement shall include the plan of Distribution” substantially in the form distribution attached hereto as Exhibit A (which may be modified to respond to comments, if any, provided by the SEC)A; provided, however, that no Investor PDL BioPharma, Inc. shall not be named as an Underwriter “underwriter” in such Registration Statement without the InvestorPDL BioPharma, Inc.’s prior written consent. In the event that the Company is not eligible to register the Registrable Securities on Form S-3 and instead registers the Registrable Securities on another form of registration statement pursuant Such Registration Statement also shall cover, to the 1933 Actextent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Company shall convert or replace such registration statement with a registration statement on Form S-3 promptly following confirmation that the Company becomes eligible to use Form S-3 to register the First Closing Registrable Securities. Such Registration Statement (and each amendment or supplement thereto) shall be provided in accordance with Section 3(c) to PDL BioPharma, Inc. prior to its filing or other submission.

Registration Statements. (i) (A) Promptly following the Effective Date closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "Closing Date") but no later than thirty (30) days after the Closing Date (the “"Initial Filing Deadline”") the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of the Shares and the Initial Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. Promptly following the Automatic Conversion Date, and in no event later than thirty (30) days after the Automatic Conversion Date (the "Second Filing Deadline"), the Company shall prepare and file with the SEC a another Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 under the 1933 Act Form S-3 (“Rule 415”) or, if Rule 415 Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for offers and sales resale of the Registrable Securities, by such other means of distribution of Registrable Securities as the Investors may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions Required Investors' consent), covering, among other things, the resale of Section 2(a)(ii) the Conversion Shares and shall contain (except if otherwise required pursuant the Additional Warrant Shares and any and all other securities issued or issuable with respect to written comments received from or in exchange for such Registrable Securities. In connection with the SEC upon review of such Registration Statement) a “Plan of Distribution” substantially in the form attached hereto as Exhibit A (which may be modified to respond to comments, if any, provided by the SEC); provided, however, that no Investor shall be named as an Underwriter in such second Registration Statement without the Investor’s prior written consent. In the event that the Company is not eligible referred to register the Registrable Securities on Form S-3 and instead registers the Registrable Securities on another form of registration statement pursuant to the 1933 Actabove, the Company shall convert or replace such registration statement with a registration statement on Form S-3 promptly following confirmation that may avail itself of Rule 429 under the Company becomes eligible to use Form S-3 to register the Registrable Securities0000 Xxx.

Registration Statements. (i) Promptly following the Effective Date but no later than On or prior to thirty (30) days after following the Closing Date (as defined in the Purchase Agreement) (the “Filing Deadline”), the Company shall prepare and file with the SEC a Registration Statement covering on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration of the resale of all the Registrable Securities) for the resale of the Registrable Securities for pursuant to an offering to be made on a continuous basis pursuant to Rule 415 under the 1933 Securities Act (“Rule 415”) or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Investors Holders may reasonably specify (the “Initial Shelf Registration Statement”). The Initial Such Shelf Registration Statement shall, subject to the limitations of Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration of the resale of the Registrable Securities), include the aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Shelf Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Annex A. To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall (i) promptly inform each of the Holders thereof and file amendments to the Shelf Registration Statement as required by the Commission or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on or such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(a)(ii) and shall contain (except if otherwise required pursuant to written comments received from the SEC upon review of such Registration Statement) a “Plan of Distribution” substantially in the form attached hereto as Exhibit A (which may be modified to respond to comments, if any, provided by the SEC); provided, however, that no Investor prior to filing such amendment or New Registration Statement, the Company shall be named obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as an Underwriter a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement without will be reduced, in the Investor’s prior written consentcase that the resale of some Shares and/or Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares and/or Warrant Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares and/or Warrant Shares held by such Holders. In the event that the Company is not eligible amends the Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its reasonable best efforts to register file with the Registrable Securities SEC, as promptly as allowed by the SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form S-3 and instead registers (or, if Form S-3 is not then available to the Registrable Securities Company, on another such form of registration statement pursuant as is then available to the 1933 Act, the Company shall convert or replace such registration statement with effect a registration statement on Form S-3 promptly following confirmation that of the Company becomes eligible to use Form S-3 resale of the Registrable Securities) to register the resale of those Registrable SecuritiesSecurities that were not registered for resale on the Shelf Registration Statement (the “Cut Back Shares”), as amended, or the New Registration Statement (the “Remainder Registration Statement”). From and after such date as the Company is able to effect the registration of the resale of such Cut Back Shares in accordance with any SEC Guidance applicable to such Cut Back Shares (the “Restriction Termination Date”), all of the provisions of this Section 2.1(a) (including the Company’s obligations with respect to the filing of a Registration Statement and its obligations to use reasonable best efforts to have such Registration Statement declared effective within the time periods set forth herein) shall again be applicable to such Cut Back Shares; provided, however, that (i) the Filing Deadline for such Cut Back Shares shall be fifteen (15) Business Days after such Restriction Termination Date, and (ii) the date by which the Company is required to obtain effectiveness with respect to such Cut Back Shares shall be the forty-fifth (45th) calendar day after the Restriction Termination Date (or the ninetieth (90th) calendar day if the Commission reviews and provides written comments on such Remainder Registration Statement) provided, however, that if the Company is notified by the SEC (either orally or in writing, whichever is earlier) that the Remainder Registration Statement will not be reviewed or is no longer subject to further review and comments, the effectiveness deadline as to such Remainder Registration Statement shall be the fifth (5th) Business Day following the date on which the Company is so notified if such date precedes the dates otherwise required above. In no event shall any Participating Holder be identified as a statutory underwriter in any Registration Statement unless in response to a comment or request from the staff of the SEC; provided, however, that if the SEC requests that a Participating Holder be identified as a statutory underwriter in any Registration Statement, such Holder will have an opportunity, in its sole and absolute discretion, to either (i) withdraw from such Registration Statement upon its prompt written request to the Company or (ii) be included as such in such Registration Statement.

Registration Statements. (i) Promptly following the Effective Date but no later than thirty (30) days after the Closing Date On or prior to November 1, 2022 (the “Filing Deadline”), the Company shall use commercially reasonable efforts to prepare and file with the SEC a Registration Statement covering on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), subject to the provisions of Section 2.1(c), for the resale of all of the Registrable Securities for pursuant to an offering to be made on a continuous basis pursuant to Rule 415 under the 1933 Securities Act (“Rule 415”) or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Investors may reasonably specify (the “Initial Shelf Registration Statement”). The Initial Such Shelf Registration Statement shall be on Form S-3 (except if shall, subject to the Company is then ineligible to register for resale the Registrable Securities on limitations of Form S-3, in which case such registration shall be on such other form available to register for resale include the aggregate amount of Registrable Securities as a secondary offering) subject to the provisions of Section 2(a)(ii) be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Shelf Registration Statement) a the “Plan of Distribution” substantially in the form attached hereto as Exhibit of Annex A (which may be modified to respond to comments, if any, provided by the SEC). To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall (i) inform each of the Participating Holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration Statement as required by the SEC and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that no Investor prior to the filing such amendment or New Registration Statement, the Company shall use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be named registered on a particular Registration Statement as an Underwriter a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement without will be reduced on a pro rata basis based on the Investor’s prior written consenttotal number of unregistered Shares held by such Holders, subject to a determination by the SEC that certain Holders must be reduced first based on the number of Shares held by such Holders. In the event that the Company is not eligible amends the Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to register file with the Registrable Securities SEC, as promptly as allowed by the SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form S-3 and instead registers the or such other form available to register for resale those Registrable Securities that were not registered for resale on the Shelf Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statement”). In no event shall any Participating Holder be identified as a statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of the SEC or another form of registration statement pursuant regulatory agency; provided, however, that if the SEC requests that a Participating Holder be identified as a statutory underwriter in the Registration Statement, such Holder will have an opportunity to withdraw from the 1933 Act, the Company shall convert or replace such registration statement with a registration statement on Form S-3 promptly following confirmation that the Company becomes eligible to use Form S-3 to register the Registrable SecuritiesRegistration Statement.

Registration Statements. (i) Promptly following the Effective Date but no later than thirty sixty (3060) days after the Closing Effective Date (the “Filing Deadline”), the Company shall prepare and file with the SEC a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 promulgated under the 1933 Act (“Rule 415”) or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Investors Stockholders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(a)(ii) S-1 and shall contain (except if otherwise required pursuant to written comments received from the SEC upon review of such Registration Statement) a “Plan of Distribution” substantially in the form attached hereto as Exhibit A B (which may be modified to respond to comments, if any, provided by the SEC); provided, however, that no Investor Stockholder shall be named as an Underwriter in such Registration Statement without the InvestorStockholder’s prior written consent. In the event that the Company is not eligible to register the Registrable Securities on Form S-3 and instead registers the Registrable Securities on another form of registration statement pursuant to the 1933 Act, the The Company shall use commercially reasonable efforts to convert or replace such registration statement the Initial Registration Statement with a registration statement Registration Statement on Form S-3 promptly following confirmation that the Company becomes eligible to use Form S-3 to register the Registrable Securities.

Registration Statements. (i) Promptly following the Effective Date but no later than thirty (30) calendar days after the Closing Effective Date (the “Filing Deadline”), the Company shall prepare and file with the SEC a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 under the 1933 Act (“Rule 415”) or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Investors may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(a)(ii) and shall contain (except if otherwise required pursuant to written comments received from the SEC upon review of such Registration Statement) a “Plan of Distribution” substantially in the form attached hereto as Exhibit A (which may be modified to respond to comments, if any, provided by the SEC); provided, however, that no Investor shall be named as an Underwriter “underwriter” in such Registration Statement without the Investor’s prior written consent. In the event that the Company is not eligible to register the Registrable Securities on Form S-3 and instead registers the Registrable Securities on another form of registration statement pursuant to the 1933 Act, the Company shall convert or replace such registration statement with a registration statement on Form S-3 promptly following confirmation that the Company becomes eligible to use Form S-3 to register the Registrable Securities.

Registration Statements. (i) Promptly following the Effective Date but no later than thirty forty-five (3045) days after the Closing Effective Date (the “Filing Deadline”), the Company shall prepare and file with the SEC a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 promulgated under the 1933 Act (“Rule 415”) or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Investors Stockholders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(a)(ii) S-1 and shall contain (except if otherwise required pursuant to written comments received from the SEC upon review of such Registration Statement) a “Plan of Distribution” substantially in the form attached hereto as Exhibit A B (which may be modified to respond to comments, if any, provided by the SEC); provided, however, that no Investor Stockholder shall be named as an Underwriter in such Registration Statement without the InvestorStockholder’s prior written consent. In the event that the Company is not eligible to register the Registrable Securities on Form S-3 and instead registers the Registrable Securities on another form of registration statement pursuant to the 1933 Act, the The Company shall use commercially reasonable efforts to convert or replace such registration statement the Initial Registration Statement with a registration statement Registration Statement on Form S-3 promptly following confirmation that the Company becomes eligible to use Form S-3 to register the Registrable Securities.

Registration Statements. (i) Promptly At any time and from time to time following the Effective Date but no later than thirty (30) days after the Initial Closing Date any Investor may make up to three (3) demands for the Company to register under the 1933 Act all of the Registrable Securities not already covered by an existing and effective Registration Statement by delivering to the Company a written notice of each such demand (each, a “Demand Notice”). On or prior to each Filing Deadline”), the Company shall prepare and file with the SEC a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 under the 1933 Act (“Rule 415”) or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Investors Holders may reasonably specify (the each, a “Initial Demand Registration Statement”). The Initial Demand Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale of the Registrable Securities as a secondary offering) subject to the provisions of Section 2(a)(ii2(e) and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Registration Statement) a the “Plan of Distribution” substantially in the form section attached hereto as Exhibit A Annex A. Notwithstanding the registration obligations set forth in this Section 2, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (which may 1) inform each of the holders thereof and use its commercially reasonable efforts to file amendments to the Demand Registration Statement as required by the SEC and/or (2) withdraw the Demand Registration Statement and file a new registration statement (a “New Demand Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be modified to respond to comments, if any, provided registered by the SEC), on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that no Investor prior to filing such amendment or New Demand Registration Statement, the Company shall be named obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of Liquidated Damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as an Underwriter a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement without will first be reduced by the Investor’s prior written consentRegistrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) (applied, in the case that some Registrable Securities may be registered, to the Holders on a pro rata basis based on the total number of unregistered Registrable Securities held by such Holders) and second, by the Registrable Securities represented by the Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the SEC that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event that the Company is not eligible amends the Demand Registration Statement or files a New Demand Registration Statement, as the case may be, under clauses (1) or (2) above, the Company will use its commercially reasonable efforts to register file with the Registrable Securities SEC, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 and instead registers the or such other form available to register for resale those Registrable Securities that were not registered for resale on another form of registration statement pursuant to the 1933 ActDemand Registration Statement, as amended, or the Company shall convert or replace such registration statement with a registration statement on Form S-3 promptly following confirmation that New Demand Registration Statement (the Company becomes eligible to use Form S-3 to register the Registrable Securities“Remainder Demand Registration Statements”).

Registration Statements. 6.1.1 At any time from and after the date that is one hundred and twenty (i) Promptly following the Effective Date but no later than thirty (30120) days after prior to the Closing Date (expiration of the “Filing Deadline”)Lock-up Period, the Company shall prepare and file with the SEC a Registration Statement covering the resale of all Gilead may request registration of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 under with the 1933 Act (“Rule 415”) orCommission, if Rule 415 is not available for offers and sales of which request will specify the Registrable Securities, by such other means of distribution number of Registrable Securities as intended to be offered and sold and the Investors may reasonably specify intended method of disposition of such Registrable Securities. Such registration shall be on Form S-3 (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 ) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form) and the Company shall file the Initial Registration Statement as soon as reasonably practicable, but in no event later than thirty (30) days following receipt of such request. The Company shall effect the registration, qualifications and compliances (including, without limitation, the execution of any required undertaking to file post-effective amendments, appropriate qualifications or exemptions under applicable blue sky or other state securities laws and appropriate compliance with applicable securities laws, requirements or regulations) as promptly as practicable after the filing thereof, but in any event prior to the date which is seventy-five (75) days in the event of no review by the Commission, or one hundred and twenty (120) days in the event of a review by the Commission, after receipt of such registration request. In the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Commission Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (a) inform each Holder thereof, (b) use its reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (c) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or, if the Company is ineligible to register for resale the Registrable Securities on Form S-3, such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(a)(ii) and shall contain (except if otherwise required pursuant to written comments received from the SEC upon review of such Registration Statement) a “Plan of Distribution” substantially in the form attached hereto as Exhibit A (which may be modified to respond to comments, if any, provided by the SEC); provided, however, that no Investor prior to filing such amendment or New Registration Statement, the Company shall be named as an Underwriter in such Registration Statement without obligated to use its reasonable efforts to advocate with the Investor’s prior written consentCommission for the registration of all of the Registrable Securities. In the event that the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (b) or (c) above, the Company will use its reasonable efforts to file with the Commission, as promptly as allowed by the Commission, one or more registration statements on Form S-3 or, if the Company is not eligible ineligible to register for resale the Registrable Securities on Form S-3 and instead registers the S-3, such other form available to register for resale those Registrable Securities that were not registered for resale on another form of registration statement pursuant to the 1933 ActInitial Registration Statement, as amended, or the Company shall convert or replace such registration statement with a registration statement on Form S-3 promptly following confirmation that New Registration Statement (the Company becomes eligible to use Form S-3 to register the Registrable Securities“Remainder Registration Statements”).

Registration Statements. (i) Promptly following the Effective Date but no later than thirty (30) days after the Closing Effective Date (the “Filing Deadline”), the Company shall prepare and file with the SEC a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 under the 1933 Act (“Rule 415”) or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Investors may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(a)(ii) and shall contain (except if otherwise required pursuant to written comments received from the SEC upon review of such Registration Statement) a “Plan of Distribution” substantially in the form attached hereto as Exhibit A (which may be modified to respond to comments, if any, provided by the SEC); provided, however, that no Investor shall be named as an Underwriter “underwriter” in such Registration Statement without the Investor’s prior written consent. In the event that the Company is not eligible to register the Registrable Securities on Form S-3 and instead registers the Registrable Securities on another form of registration statement pursuant to the 1933 Act, the Company shall convert or replace such registration statement with a registration statement on Form S-3 promptly following confirmation that the Company becomes eligible to use Form S-3 to register the Registrable Securities.

Registration Statements. (i) Promptly following No later than the earlier of (i) two (2) Business Days after the Amendment Effective Date but no later than thirty and (30ii) days after December 15, 2008 (the Closing Date (earlier of such dates, the “Filing Deadline”), the Company shall prepare and file with the SEC a one Registration Statement on Form S-1 (or, if Form S-1 is not then available to the Company, on such form of registration statement as is then available to the Company to effect a registration for resale of the Registrable Securities), covering the resale of all of the Registrable Securities for in an offering amount at least equal to be made on a continuous basis pursuant the Conversion Shares and the Warrant Shares. Subject to Rule 415 under the 1933 Act (“Rule 415”) orany SEC comments, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Investors may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if include the Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions plan of Section 2(a)(ii) and shall contain (except if otherwise required pursuant to written comments received from the SEC upon review of such Registration Statement) a “Plan of Distribution” distribution substantially in the form attached hereto as Exhibit A (which may be modified to respond to comments, if any, provided by the SEC)A; provided, however, that no Investor shall be named as an Underwriter “underwriter” in such the Registration Statement without the Investor’s prior written consent. In Such Registration Statement also shall cover, to the event extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Required Investors; provided, however, that the Company is not eligible Registration Statement may include the Antidilution Shares. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to register the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on Form S-3 and instead registers the Registrable Securities on another form of registration statement pursuant or prior to the 1933 ActFiling Deadline, the Company shall convert will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by such Investor for each 30-day period or replace such registration statement pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with a registration statement on Form S-3 promptly following confirmation that the Company becomes eligible respect to use Form S-3 to register the Registrable Securities.. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash. In addition, this Side Letter Agreement shall also serve to make the following changes to the Purchase Agreement dated June 25, 2008 by and between the Company and each Holder:

Registration Statements. (i) Promptly following the Effective Date but no later than On or prior to thirty (30) calendar days after following the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC a Registration Statement covering on Form S-1 or a Registration Statement on Form S-3 if the Company is eligible to use Form S-3, subject to the provisions of Section 2.1(c), for the resale of all of the Registrable Securities for pursuant to an offering to be made on a continuous basis pursuant to Rule 415 under the 1933 Securities Act (“Rule 415”) or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Investors Holders may reasonably specify (the “Initial Shelf Registration Statement”). The Initial Such Shelf Registration Statement shall be on shall, subject to the limitations of Form S-3 S-1 (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on or such other form available to register for resale the Registrable Securities as a secondary offering) subject ), include the aggregate amount of Registrable Securities to the provisions of Section 2(a)(ii) be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Shelf Registration Statement) a the “Plan of Distribution” substantially in the form attached hereto as Exhibit of Annex A (which may be modified to respond to comments, if any, provided by the SEC). To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall (i) promptly inform each of the Participating Holders thereof and file amendments to the Shelf Registration Statement as required by the SEC and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-1 or a Registration Statement on Form S-3 if the Company is eligible to use Form S-3. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise), and second by Registrable Securities acquired pursuant to the Purchase Agreement (applied, in the case that some Registrable Securities may be registered, to the Holders on a pro rata basis based on the total number of unregistered Registrable Securities held by such Holders, subject to a determination by the SEC that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders). In the event the Company amends the Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Shelf Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statement”). In no event shall any Participating Holder be identified as a statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of the SEC or another regulatory agency; provided, however, that no Investor shall if the SEC requests that a Participating Holder be named identified as a statutory underwriter in the Registration Statement, such Holder will have an Underwriter in such opportunity to withdraw from the Registration Statement without the Investor’s prior written consent. In the event that the Company is not eligible to register the Registrable Securities on Form S-3 and instead registers the Registrable Securities on another form of registration statement pursuant to the 1933 Act, the Company shall convert or replace such registration statement with a registration statement on Form S-3 promptly following confirmation that the Company becomes eligible to use Form S-3 to register the Registrable SecuritiesStatement.

Registration Statements. (i) Promptly following the Effective Date closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than thirty ninety (3090) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC a one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 under the 1933 Act (“Rule 415”) or, if Rule 415 is not available for offers and sales of the Registrable Securities. Subject to any SEC comments, by such other means of distribution of Registrable Securities as the Investors may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if include the Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions plan of Section 2(a)(ii) and shall contain (except if otherwise required pursuant to written comments received from the SEC upon review of such Registration Statement) a “Plan of Distribution” substantially in the form distribution attached hereto as Exhibit A (which may be modified to respond to comments, if any, provided by the SEC)A; provided, however, that no the Investor shall not be named as an Underwriter “underwriter” in such the Registration Statement without the Investor’s prior written consent. In the event that the Company is not eligible to register the Registrable Securities on Form S-3 and instead registers the Registrable Securities on another form of registration statement pursuant Such Registration Statement also shall cover, to the extent allowable under the 1933 ActAct and the rules promulgated thereunder (including Rule 416), the Company shall convert such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or replace such registration statement similar transactions with a registration statement on Form S-3 promptly following confirmation that the Company becomes eligible respect to use Form S-3 to register the Registrable Securities. Other than up to _________________ shares of Common Stock that are being sold by the Company to certain other investors pursuant to purchase agreements entered into on or about the date hereof which may be included in the Registration Statement, such Registration Statement shall not include any other shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Investor. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investor and its counsel prior to its filing or other submission.

Registration Statements. (i) Promptly following the Effective Date but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC a Registration Statement covering the resale of all of the Registrable Securities that are not covered by the Existing Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 under the 1933 Act (“Rule 415”) or, if Rule 415 is not available for offers and sales of the such Registrable Securities, by such other means of distribution of such Registrable Securities as the Investors may reasonably specify (the “Initial Registration Statement”)specify. The Initial Such Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(a)(ii) and shall contain (except if otherwise required pursuant to written comments received from the SEC upon review of such Registration Statement) a “Plan of Distribution” substantially in the form attached hereto as Exhibit A (which may be modified to respond to comments, if any, provided by the SEC); provided, however, that no Investor shall be named as an Underwriter in such any Registration Statement without the Investor’s prior written consent. In the event that the Company is not eligible to register the Registrable Securities on Form S-3 and instead registers the Registrable Securities on another form of registration statement pursuant to the 1933 Act, the Company shall convert or replace such registration statement with a registration statement on Form S-3 promptly following confirmation that the Company becomes eligible to use Form S-3 to register the Registrable Securities.

Registration Statements. (i) Promptly following the Effective Date but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the The Company shall use its best efforts to prepare and file with the SEC a one Registration Statement (the “Initial Registration Statement”) covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 under the 1933 Act (“Rule 415”) or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means Securities Act or before 30 days from the date of distribution of Registrable Securities as the Investors may reasonably specify this Agreement (the “Initial Registration StatementFiling Deadline”). The Initial Registration Statement filed hereunder shall be on Form S-3 (except if S-1, or any other form for which the Company is then ineligible to register qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the resale by the Members of all the Registerable Securities, provided, that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(a)(ii) and shall contain (except if otherwise required pursuant to written comments received from the SEC upon review of such Registration Statement) a “Plan of Distribution” substantially in the form attached hereto as Exhibit A (which may be modified to respond to comments, if any, provided has been declared effective by the staff of the SEC); provided, however, that no Investor . No Member shall be named as an Underwriter “underwriter” in such the Initial Registration Statement without the Investorsuch Member’s prior written consent. In the event that the Company is not eligible to register the Registrable Securities on Form S-3 and instead registers the Registrable Securities on another form of registration statement pursuant Such Initial Registration Statement also shall cover, to the extent allowable under the 1933 ActAct and the rules promulgated thereunder (including Rule 416), the Company shall convert such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or replace such registration statement similar transactions with a registration statement on Form S-3 promptly following confirmation that the Company becomes eligible respect to use Form S-3 to register the Registrable Securities. Such Initial Registration Statement shall not include any shares of Common Stock or other securities for the account of any other Person (including the Company) without the prior written consent of the Required Members. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Members and their counsel prior to its filing or other submission.

Registration Statements. (i) Promptly following the Effective Date but no later than On or prior to thirty (30) days after following the Closing Date (the “Filing Deadline”), the Company shall use commercially reasonable efforts to prepare and file with the SEC a Registration Statement covering on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), subject to the provisions of Section 2.1(c), for the resale of all of the Registrable Securities for pursuant to an offering to be made on a continuous basis pursuant to Rule 415 under the 1933 Securities Act (“Rule 415”) or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Investors may reasonably specify (the “Initial Shelf Registration Statement”). The Initial Such Shelf Registration Statement shall be on Form S-3 (except if shall, subject to the Company is then ineligible to register for resale the Registrable Securities on limitations of Form S-3, in which case such registration shall be on such other form available to register for resale include the aggregate amount of Registrable Securities as a secondary offering) subject to the provisions of Section 2(a)(ii) be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Shelf Registration Statement) a the “Plan of Distribution” substantially in the form attached hereto as Exhibit of Annex A (which may be modified to respond to comments, if any, provided by the SEC). To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall (i) inform each of the Participating Holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration Statement as required by the SEC and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Subscription Agreement (whether pursuant to registration rights or otherwise), and second by Registrable Securities represented by Securities (applied, in the case that some Securities may be registered, to the Holders on a pro rata basis based on the total number of unregistered Securities held by such Holders, subject to a determination by the SEC that certain Holders must be reduced first based on the number of Securities held by such Holders). In the event the Company amends the Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Shelf Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statement”). In no event shall any Participating Holder be identified as a statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of the SEC or another regulatory agency; provided, however, that no Investor shall if the SEC requests that a Participating Holder be named identified as a statutory underwriter in the Registration Statement, such Holder will have an Underwriter in such opportunity to withdraw from the Registration Statement without the Investor’s prior written consent. In the event that the Company is not eligible to register the Registrable Securities on Form S-3 and instead registers the Registrable Securities on another form of registration statement pursuant to the 1933 Act, the Company shall convert or replace such registration statement with a registration statement on Form S-3 promptly following confirmation that the Company becomes eligible to use Form S-3 to register the Registrable SecuritiesStatement.

Registration Statements. Not later than the first to occur of (i) Promptly the 30th day following the Effective Date but no later than thirty Second Closing and (30ii) days after the 15th day following termination of the obligations to complete the Second Closing Date (in accordance with the “Filing Deadline”)Purchase Agreement, the Company shall prepare and file with the SEC a Registration Statement on Form S-1 covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 under the 1933 Act (“Rule 415”) or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Investors may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(a)(ii) and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Registration Statement) a the “Plan of Distribution” substantially in the form attached hereto as Exhibit A Annex A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (which may be modified including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to respond to commentsthe Registrable Securities. The “Selling Stockholders” and “Plan of Distribution” sections of the Registration Statement (and each amendment or supplement thereto, if anyand each request for acceleration of effectiveness thereof) and any risk factor contained in such document that addresses specifically this transaction or the Selling Stockholders, provided by the SEC); provided, however, that no Investor shall be named as an Underwriter provided in such Registration Statement without accordance with Section 3(c) to the Investor’s Holders prior written consentto its filing or other submission. In the event that Promptly following any date on which the Company is not becomes eligible to register the Registrable Securities on Form S-3 and instead registers the Registrable Securities on another form of registration statement pursuant to the 1933 Act, the Company shall convert or replace such registration statement with use a registration statement on Form S-3 promptly to register Registrable Securities for resale, but in no event more than 20 days after such date, the Company shall file a Registration Statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to the then effective Registration Statement) and shall cause such Registration Statement to be declared effective as soon as possible thereafter, but in any event by the 90th day following confirmation that the date on which the Company becomes eligible to use utilize Form S-3 to register for the Registrable Securitiesregistration of the resale of its securities by selling stockholders.