Common use of Sufficient Number of Shares Registered Clause in Contracts

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Line of Credit Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Line of Credit Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. The Registration Statement to be filed by the Company pursuant to Section 2(a) above shall register for resale thereunder an amount of shares of the Company’s Common Stock that is at least three (3) times the number of Registrable Securities issuable to the Investor under the CEF Agreement (subject to limitations imposed by Rule 415). In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution CEF Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution CEF Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore therefor arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Drawdown Equity Distribution AgreementFinancing Agreement as result of the limitations imposed by the SEC pursuant to Rule 415 of the Securities Act, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Drawdown Equity Distribution Financing Agreement as soon as practicable, but in any event not no later than fifteen six (156) days months after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Line of Credit Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Line of Credit Agreement as soon as practicable, but in any event not later than fifteen thirty (1530) days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution AgreementSection 2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore therefor arises. The Company shall use it best its commercially reasonable efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number shares of shares Common Stock available for resale under such the Registration StatementStatement is less than the Required Registration Amount.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Drawdown Equity Distribution AgreementFinancing Agreement as result of the limitations imposed by the SEC pursuant to Rule 415 of the Securities Act, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Drawdown Equity Distribution Financing Agreement as soon as practicable, but in any event not no later than fifteen (15) days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Securities Purchase Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Securities Purchase Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant required under Section 2(a)(ii) to the Standby Equity Distribution Agreementbe covered by such Registration Statement, the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable)Statement, or both, so as to cover all at least the Required Registration Amount as of the trading day immediately preceding the date of the filing of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen thirty (1530) days after the necessity therefore therefor arises. The Company shall use it its best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof, but no later than three (3) Business Days of receipt by the Company of a written or oral communication from the SEC that such Registration Statement will not be reviewed or that the SEC has no further comments. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number shares of shares Common Stock available for resale under such the Registration StatementStatement is less than the Required Registration Amount.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has Investors have purchased pursuant to the Standby Equity Distribution Credit Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has Investors have purchased pursuant to the Standby Equity Distribution Credit Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Drawdown Equity Distribution AgreementFinancing Agreement as result of the limitations imposed by the SEC pursuant to Rule 415 of the Securities Act, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Drawdown Equity Distribution Financing Agreement as soon as practicable, but in any event not no later than fifteen (15) days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective commercially reasonable as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of ------------------------------------------ shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Securities Purchase Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Securities Purchase Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises, subject to applicable laws or regulations. The Company shall use it its commercially reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which or an Investor's allocated portion of the Investor has purchased Registrable Securities pursuant to the Standby Equity Distribution AgreementSection 2(c), the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all at least one hundred twenty-five percent (125%) of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore therefor arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares of Common Stock available for resale under such Registration Statement. For purposes of the calculation set forth in the foregoing sentence, any restrictions on the exercisability of the Warrants shall be disregarded and such calculation shall assume that the Warrants are then exercisable into shares of Common Stock.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which are issuable to the Investor has purchased Warrant Holders upon conversion of the Warrants issued pursuant to the Standby Equity Distribution Placement Agent Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which issuable to the Investor has purchased Warrant Holders upon conversion of the Warrants issued pursuant to the Standby Equity Distribution Placement Agent Agreement as soon as practicable, but in any event not later than fifteen (15) business days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date upon conversion of the Warrants is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Registrable Securities which required to be covered by such Registration Statement or an Investor's allocated portion of the Investor has purchased Registrable Securities pursuant to the Standby Equity Distribution AgreementSection 2(c), the Seller shall cause the Company shall to amend the applicable Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen thirty (1530) days after the necessity therefore therefor arises. The Seller shall cause the Company shall to use it its best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number shares of shares Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such Registration Statementtime by (ii) 0.90.

Sufficient Number of Shares Registered. In the event the number of shares available under a any Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which required to be covered by such Registration Statement or an Investor’s allocated portion of the Investor has purchased Registrable Securities pursuant to the Standby Equity Distribution AgreementSection 2(f), the Company shall amend the such Registration StatementStatement (if permissible), or file with the SEC a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arisestherefor arises (but taking account of any Staff position with respect to the date on which the Staff will permit such amendment to the Registration Statement and/or such new Registration Statement (as the case may be) to be filed with the SEC). The Company shall use it its best efforts to cause such amendment to such Registration Statement and/or such new Registration Statement (as the case may be) to become effective as soon as practicable following the filing thereofthereof with the SEC. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number shares of shares Common Stock available for resale under such Registration Statementis insufficient.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement as soon as practicable, but in any event not later than fifteen thirty (1530) days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the ------------------------------------------ number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has Investors have purchased pursuant to the Standby Equity Distribution Credit Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has Investors have purchased pursuant to the Standby Equity Distribution Credit Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Drawdown Equity Distribution Financing Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Drawdown Equity Distribution Financing Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which or an Investor's allocated portion of the Investor has purchased Registrable Securities pursuant to the Standby Equity Distribution AgreementSection 2(c) (a "Deficit Failure"), the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all at least one hundred percent (100%) of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore therefor arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares of Company common stock available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number -------------------------------------- of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which or an Investor's allocated portion of the Investor has purchased Registrable Securities pursuant to the Standby Equity Distribution AgreementSection 2(c) (a "Deficit Failure"), the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all at least one hundred percent (100%) of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore therefor arises. The Company shall use it its best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares of Company common stock available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which such Registration Statement is required to cover or an Holder's allocated portion of the Investor has purchased Registrable Securities pursuant to the Standby Equity Distribution AgreementSection 2(b), the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all at least 100% of such the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement Securities, in each case, as soon as practicable, but in any event not later than fifteen (15) business days after the necessity therefore therefor arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares of Common Stock available for resale under the Registration Statement to cover such Registration StatementRegistrable Securities.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement as soon as practicable, but in any event not later than fifteen twenty (1520) days Trading Days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Line of Credit Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Line of Credit Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has Investors have purchased pursuant to the Standby Equity Distribution Credit Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has Investors have purchased pursuant to the Standby Equity Distribution Credit Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore therefor arises. The Company shall use it its best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event that in accordance with applicable SEC rules, regulations and interpretations the number of shares available under a such Registration Statement Statement(s) filed with the SEC pursuant to Section 2(a) is shall be insufficient to permit the sale and/or resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel and otherwise to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution AgreementSecurities, the Company shall amend the Initial Registration Statement, Statement or file a new Registration Statement (on the short form available therefore, if applicablea “New Registration Statement”), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant (subject to the Standby Equity Distribution Agreement limitations set forth in Section 2(f)) as soon as practicable, but in any event not later than fifteen ten (1510) business days after the necessity therefore therefor arises, subject to any limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act. The Company shall use it its reasonable best efforts to cause such amendment and/or new New Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant required to the Standby Equity Distribution Agreementbe covered by such Registration Statement, the Company Dynavax shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all at least 100% of the number of such Registrable Securities which as of the Investor has purchased pursuant to trading day immediately preceding the Standby Equity Distribution Agreement date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after Dynavax becomes aware of the necessity therefore arisestherefor. The Company Dynavax shall use it best commercially reasonable efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number shares of shares Dynavax Common Stock available for resale under such Registration StatementStatement is less than the number of Registrable Securities. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of any Warrant and such calculation shall assume that each Warrant is then exercisable into shares of Dynavax Common Stock.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore therefor arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the ------------------------------------------ number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement and/or the Warrants, as soon as practicable, but in any event not later than fifteen thirty (1530) days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a any Registration Statement filed pursuant to Section 2(a) is insufficient to cover all the Required Registration Amount or an Investor’s allocated portion of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution AgreementSection 2(g), the Company shall amend the such Registration StatementStatement (if permissible), or file with the SEC a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore therefor arises. The Company shall use it reasonable best efforts to cause such amendment to such Registration Statement and/or such new Registration Statement (as the case may be) to become effective as soon as practicable following the filing thereofthereof with the SEC, but in no event later than the applicable Effectiveness Deadline for such Registration Statement. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number shares of shares Common Stock available for resale under such the applicable Registration StatementStatement is less than the Required Registration Amount.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Drawdown Equity Distribution AgreementFinancing Agreement as result of the limitations imposed by the SEC pursuant to Rule 415 of the Securities Act, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Drawdown Equity Distribution Financing Agreement as soon as practicable, but in any event not no later than fifteen (15) days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on a Drawdown Notice Date and an Advance Notice Shares True-Up Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant required to the Standby Equity Distribution Agreementbe covered by such Registration Statement, the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable)Statement, or both, so as to cover all at least 100% of the number of such Registrable Securities which as of the Investor has purchased pursuant to trading day immediately preceding the Standby Equity Distribution Agreement date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the Company becomes aware of the necessity therefore arisestherefor. The Company shall use it its best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number shares of shares Common Stock available for resale under such Registration StatementStatement is less than the number of Registrable Securities.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant required to the Standby Equity Distribution Agreementbe covered by such Registration Statement, the Company Alexza shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all at least 100% of the number of such Registrable Securities which as of the Investor has purchased pursuant to trading day immediately preceding the Standby Equity Distribution Agreement date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after Alexza becomes aware of the necessity therefore arisestherefor. The Company Alexza shall use it best commercially reasonable efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number shares of shares Alexza Common Stock available for resale under such Registration StatementStatement is less than the number of Registrable Securities. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants and such calculation shall assume that the Warrants are then exercisable into shares of Alexza Common Stock.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a), Section 2(b), Section 2(c) or Section 2(d) is insufficient to cover all the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution AgreementSection 2(e), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore therefor arises. The Company shall use it its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number shares of shares Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such Registration Statementtime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants and such calculation shall assume that the Warrants are then exercisable in full into shares of Common Stock.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Line of Credit Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Line of Credit Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares securities available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all the Required Registration Amount of the Registrable Securities which the Investor has purchased pursuant required to the Standby Equity Distribution Agreementbe covered by such Registration Statement, the Company shall amend or supplement the applicable Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore therefor arises. The Company shall use it its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares securities available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares securities available for resale under such Registration StatementStatement is less than the Required Registration Amount, as applicable. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the issuance of Common Stock pursuant to the terms of the Credit Agreement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which or an Investor's allocated portion of the Investor has purchased Registrable Securities pursuant to the Standby Equity Distribution AgreementSection 2(c), the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all at least one hundred percent (100%) of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore therefor arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares of Company common stock available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased Shares issued pursuant to the Standby Equity Distribution Line Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased Shares pursuant to the Standby Equity Distribution Line Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The Company shall use it its best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" Shares” if at any time the number of Registrable Securities Shares issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The Company shall use it best commercially reasonable efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a any Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which required to be covered by such Registration Statement or an Investor’s allocated portion of the Investor has purchased Registrable Securities pursuant to the Standby Equity Distribution AgreementSection 2(h), the Company shall amend the such Registration StatementStatement (if permissible), or file with the SEC a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen thirty (1530) days after the necessity therefore arisestherefor arises (but taking account of any Staff position with respect to the date on which the Staff will permit such amendment to the Registration Statement and/or such new Registration Statement (as the case may be) to be filed with the SEC). The Company shall use it its best efforts to cause such amendment to such Registration Statement and/or such new Registration Statement (as the case may be) to become effective as soon as practicable following the filing thereof. For purposes of thereof with the foregoing provisionSEC, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater but in no event later than the number of shares available applicable Effectiveness Deadline for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the ------------------------------------------ number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has Investors have purchased pursuant to the Standby Equity Distribution Credit Agreement, the Company Forefront shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has Investors have purchased pursuant to the Standby Equity Distribution Credit Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The Company Forefront shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased or received pursuant to the Standby Equity Distribution Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a), Section 2(b) or Section 2(c) is insufficient to cover all the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution AgreementSection 2(d), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen twenty (1520) days after the necessity therefore therefor arises. The Company shall use it its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the applicable Required Registration Amount of Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number shares of shares Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such Registration Statementtime by (ii) 0.90.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which required to be covered by such Registration Statement or an Investor's allocated portion of the Investor has purchased Registrable Securities pursuant to the Standby Equity Distribution AgreementSection 2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all at least the Required Registration Amount as of the trading day immediately preceding the date of the filing of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore therefor arises. The Company shall use it best commercially reasonable efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number shares of shares Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such Registration Statementtime by (ii) 0.90.

Sufficient Number of Shares Registered. In the event the number -------------------------------------- of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which or an Investor's allocated portion of the Investor has purchased Registrable Securities pursuant to the Standby Equity Distribution AgreementSection 2(c) (a "DEFICIT FAILURE"), the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all at least one hundred percent (100%) of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement in each case, as soon as practicable, but in any event not later than fifteen twenty (1520) days after the necessity therefore therefor arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares of Company common stock available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Drawdown Equity Distribution AgreementFinancing Agreement as result of the limitations imposed by the SEC pursuant to Rule 415 of the Securities Act, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Drawdown Equity Distribution Financing Agreement as soon as practicable, but in any event not no later than fifteen (15) days after three monthsafter the necessity therefore arises. The Company shall use it best its commercially reasonable efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event If the number of shares ------------------------------------------ available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has Investors have purchased pursuant to the Standby Equity Distribution Line of Credit Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has Investors have purchased pursuant to the Standby Equity Distribution Line of Credit Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The Company shall use it its best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which or an Investor's allocated portion of the Investor has purchased Registrable Securities pursuant to the Standby Equity Distribution AgreementSection 2(c) (a "DEFICIT FAILURE"), the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all at least two hundred percent (200%) of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore therefor arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the quotient determined by dividing (i) the number of shares of Common Stock available for resale under such Registration StatementStatement by (ii) 2.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) 2.a. is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Line of Credit Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Line of Credit Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The Company shall use it its best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number --------------------------------------- of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The Company shall use it commercially reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) 00 is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant required to the Standby Equity Distribution Agreementbe covered by such Registration Statement, the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore therefor arises. The Company shall use it its best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number shares of shares available for resale Common Stock registered under such Registration StatementStatement is less than the product determined by multiplying (i) the Required Registration Amount as of such time by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants and that the Warrants are then fully exercisable for shares of Common Stock at the then prevailing applicable Exercise Price.

Sufficient Number of Shares Registered. The Registration Statement to be filed by the Company pursuant to Section 2(a) above shall register for resale thereunder an amount of shares of the Company's Common Stock that is at least three (3) times the number of Registrable Securities issuable to the Investor under the CEF Agreement (subject to limitations imposed by Rule 415). In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution AgreementCEF Agreement , the Company shall amend the Registration StatementStatement , or file a new Registration Statement (on the short form available thereforetherefor , if applicable), or bothboth , so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution CEF Agreement as soon as practicable, but in any event not later than fifteen (( 15) days after the necessity therefore therefor arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provisionprovision , the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement as soon as practicable, but in any event not later than fifteen (15) days Trading Days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of -------------------------------------- shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which or an Investor's allocated portion of the Investor has purchased Registrable Securities pursuant to the Standby Equity Distribution AgreementSection 2(c) (a "Deficit Failure"), the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all at least one hundred percent (100%) of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore therefor arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares of Company common stock available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which are issuable to the Investor has purchased Warrant Holders upon conversion of the Warrants issued pursuant to the Standby Equity Distribution Placement Agent Agreement, the Company shall amend the Registration Statement, or use its commercially reasonable efforts to file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which issuable to the Investor has purchased Warrant Holders upon conversion of the Warrants issued pursuant to the Standby Equity Distribution Placement Agency Agreement as soon as practicable, but in any event not later than fifteen (15) business days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date upon conversion of the Warrants is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased may purchase pursuant to the Standby Equity Distribution Indirect Primary Offering Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased may purchase pursuant to the Standby Equity Distribution Indirect Primary Offering Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Drawdown Equity Distribution AgreementFinancing Agreement as result of the limitations imposed by the SEC pursuant to Rule 415 of the Securities Act, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Drawdown Equity Distribution Financing Agreement provided that such filing is in compliance with the SEC’s policies as soon as practicable, but then in any event not effect with respect to the registration of additional securities no later than fifteen six (156) days months after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities …issuable on an Advance Notice Date is greater greater… than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The Company shall use it its best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a any Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of from time to time the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution AgreementRequired Registration Amount, the Company shall amend the such Registration StatementStatement (if permissible), or file with the SEC a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all of such Registrable Securities which at least the Investor has purchased pursuant to the Standby Equity Distribution Agreement Required Registration Amount as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arisestherefor arises (but taking account of any position of the staff of the SEC (the “Staff”) with respect to the date on which the Staff will permit such amendment to the Registration Statement and/or such new Registration Statement (as the case may be) to be filed with the SEC). The Company shall use it best its commercially reasonable efforts to cause such amendment to such Registration Statement and/or such new Registration Statement (as the case may be) to become effective as soon as practicable following the filing thereofthereof with the SEC, but in no event later than the applicable Effectiveness Deadline for such Registration Statement. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number shares of shares Common Stock available for resale under the applicable Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such Registration Statementtime by (ii) 1.00, except as provided in Section 2(f).

Sufficient Number of Shares Registered. In the event the number -------------------------------------- of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which or an Investor's allocated portion of the Investor has purchased Registrable Securities pursuant to the Standby Equity Distribution AgreementSection 2(c) (a "Deficit Failure"), the Company shall amend the Registration Statement, or file --------------- a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all at least one hundred percent (100%) of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore therefor arises. The Company shall use it its best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares of Company common stock available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Drawdown Equity Distribution AgreementFinancing Agreement as result of the limitations imposed by the SEC pursuant to Rule 415 of the Securities Act or self-imposed by the Company based on the number of shares the Company chooses to register, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which required by the Investor has purchased Company pursuant to the Standby Drawdown Equity Distribution Financing Agreement as soon as practicable, but in any event not no later than fifteen thirty (1530) days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on a Drawdown Notice Date and an Advance Notice Shares True-Up Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore therefor arises. The Company shall use it its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant required to the Standby Equity Distribution Agreementbe covered by such Registration Statement, the Company shall amend the Registration Statement, or file a new Registration Statement on Form S-3 (on the short form available thereforeor Form S-1 or any other applicable form, if applicableForm S-3 is not available to the Company), or both, so as to cover all at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days Business Days after the necessity therefore therefor arises. The Company shall use it best its commercially reasonable efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number shares of shares Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such Registration Statementtime by (ii) 0.90.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) 2a is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant required to the Standby Equity Distribution Agreementbe covered by such Registration Statement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all 100% of the number of such Registrable Securities which as of the Investor has purchased pursuant to trading day immediately preceding the Standby Equity Distribution Agreement date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen forty-five (1545) days after the necessity therefore therefor arises. The Company shall use it its best efforts to cause such amendment and/or new Registration Statement to become effective as soon as reasonably practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date covered by such Registration Statement is greater than the number of shares of Common Stock available for resale under such Registration Statement. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Series A Preferred Stock and such calculation shall assume that the Series A Preferred Stock are then convertible into shares of Common Stock at the then prevailing Conversion Price (as defined in the Certificate of Designation).

Sufficient Number of Shares Registered. In Subject to Section 4(k)(i)(3), in the event that the number of shares available under a Registration Statement registration statement filed pursuant to Section 2(a) this Agreement is insufficient to cover all the maximum number of Registrable Securities to provide for the full conversion of the Registrable Securities which Notes (the Investor has purchased pursuant “Required Registration Amount”) required to the Standby Equity Distribution Agreementbe covered by such registration statement, the Company shall amend the Registration Statementapplicable registration statement, or file a new Registration Statement registration statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all of such Registrable Securities which at least the Investor has purchased pursuant to the Standby Equity Distribution Agreement Required Registration Amount, in each case, as soon as practicable, but in any event not later than fifteen (15) 15 days after the necessity therefore therefor arises. The Company shall use it best its commercially reasonable efforts to cause such amendment and/or new Registration Statement registration statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement registration statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number shares of shares Common Stock available for resale under such the registration statement is less than the Required Registration StatementAmount.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement(a "DEFICIT FAILURE"), the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all at least one hundred percent (100%) of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore therefor arises. The Company shall use it its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares of Common Stock available for resale under such Registration Statement. For purposes of the calculation set forth in the foregoing sentence, any restrictions on the exercisability of the Warrants shall be disregarded and such calculation shall assume that the Warrants are then exercisable into shares of Company Common Stock.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which or an Investor's allocated portion of the Investor has purchased Registrable Securities pursuant to the Standby Equity Distribution AgreementSection 2(c), the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all at least one hundred twenty-five percent (125%) of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore therefor arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the quotient determined by dividing (i) the number of shares of Common Stock available for resale under such Registration StatementStatement by (ii) 1.25. For purposes of the calculation set forth in the foregoing sentence, any restrictions on the exercisability of the Warrants shall be disregarded and such calculation shall assume that the Warrants are then exercisable into shares of Common Stock.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased shall purchase pursuant to the Standby Equity Distribution Line of Credit Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased shall purchase pursuant to the Standby Equity Distribution Line of Credit Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the ------------------------------------------ number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The Company shall use it its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Line of Credit Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Line of Credit Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The Company shall use it its best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which or an Investor's allocated portion of the Investor has purchased Registrable Securities pursuant to the Standby Equity Distribution AgreementSection 2(c) (a "DEFICIT FAILURE"), the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all at least two hundred percent (200%) of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore thereof arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issued or issuable on an Advance Notice Date upon exercise of the Warrants is greater than the quotient determined by dividing (i) the number of shares of Common Stock available for resale under such Registration StatementStatement by (ii) two.

Sufficient Number of Shares Registered. The Registration Statement to be filed by the Company pursuant to Section 2(a) above shall register for resale thereunder an amount of shares of the Company’s Common Stock that is at least three (3) times the number of Registrable Securities issuable to the Investor under the CEF Agreement (subject to limitations imposed by Rule 415). In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution CEF Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution CEF Agreement (subject to limitations imposed by Rule 415) as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore therefor arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Securities Purchase Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Securities Purchase Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises, subject to applicable laws or regulations. The Company company shall use it its commercially reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant required to the Standby Equity Distribution Agreementbe covered by such Registration Statement, the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all at least 100% of the number of such Registrable Securities which as of the Investor has purchased pursuant to trading day immediately preceding the Standby Equity Distribution Agreement date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the Company becomes aware of the necessity therefore arisestherefor. The Company shall use it its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number shares of shares Common Stock available for resale under such Registration StatementStatement is less than the number of Registrable Securities. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants and such calculation shall assume that the Warrants are then exercisable into shares of Common Stock.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) 2.2 is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant such Registration Statement is required to the Standby Equity Distribution Agreementcover, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all at least 100% of such the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement Securities, in each case, as soon as practicable, but in any event not later than fifteen (15) business days after the necessity therefore therefor arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issued or issuable on an Advance Notice Date upon exercise of the Warrants covered by such Registration Statement is greater than the number of shares of Common Stock available for resale under the Registration Statement to cover shares issued or issuable upon exercise of the Warrants. For purposes of the calculation set forth in the foregoing sentence, any restrictions on the exercise of the Warrants shall be disregarded and such Registration Statementcalculation shall assume that the Warrants are then exercisable for or convertible into shares of Common Stock at the then prevailing applicable Exercise Price (as defined in the Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which or an Investor's allocated portion of the Investor has purchased Registrable Securities pursuant to the Standby Equity Distribution AgreementSection 2(b), the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all of such Registrable Securities which (based on the Investor has purchased pursuant to market price of the Standby Equity Distribution Agreement Common Stock), in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore therefor arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issued or issuable upon (i) redemption of or payment of interest on an Advance Notice Date the Notes, (ii) redemption of the Preferred Shares and (iii) exercise of the Warrants is greater than the quotient determined by dividing (x) the number of shares of Common Stock available for resale under such Registration StatementStatement by (y) 1.25.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant required to the Standby Equity Distribution Agreementbe covered by such Registration Statement, the Company Isis shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all at least 100% of the number of such Registrable Securities which as of the Investor has purchased pursuant to trading day immediately preceding the Standby Equity Distribution Agreement date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after Isis becomes aware of the necessity therefore arisestherefor. The Company Isis shall use it best commercially reasonable efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number shares of shares Isis Common Stock available for resale under such Registration StatementStatement is less than the number of Registrable Securities. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants and such calculation shall assume that the Warrants are then exercisable into shares of Isis Common Stock.

Sufficient Number of Shares Registered. The Registration Statement to be filed by the Company pursuant to Section 2(a) above shall register for resale thereunder an amount of shares of the Company's Common Stock that is at least three (3) times the number of Registrable Securities issuable to the Investor under the CEF Agreement (subject to limitations imposed by Rule 415). In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution CEF Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution CEF Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore therefor arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution AgreementSecurities, the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable)Statement, or both, so to register any unregistered portion of the Required Registration Amount of Registrable Securities, determined as to cover all of the trading day immediately preceding the date of the filing of such Registrable Securities which amendment or new Registration Statement. The filing of the Investor has purchased pursuant to the Standby Equity Distribution Agreement amendment or new Registration Statement, as applicable, should occur as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The Company shall use it its commercially reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number shares of shares Common Stock available for resale under the Registration Statement is less than the Required Registration Amount. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the warrants and such Registration Statementcalculation shall assume that the Warrants are then exercisable into shares of Common Stock.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Investment Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Investment Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement as soon as practicable, but in any event not later than fifteen twenty (1520) days Trading Days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or 2(b) is insufficient to cover all of the Registrable Securities which or an Investor's allocated portion of the Investor has purchased Registrable Securities pursuant to the Standby Equity Distribution AgreementSection 2(c) (a "Deficit Failure"), the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all at least two hundred percent (200%) of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore therefor arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares of Company common stock available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Drawdown Equity Distribution AgreementFinancing Agreement as result of the limitations imposed by the SEC pursuant to Rule 415 of the Securities Act, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Drawdown Equity Distribution Financing Agreement as soon as practicable, but in any event not no later than fifteen (15) days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective commercially reasonable as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover the resale of all of the Registrable Securities which the Investor has purchased pursuant required to the Standby Equity Distribution Agreementbe covered by such Registration Statement, the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore therefor arises. The Company shall use it best its commercially reasonable efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares Common Shares available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such Registration Statementtime by (ii) 0.90.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant required to the Standby Equity Distribution Agreementbe covered by such Registration Statement, the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable)Statement, or both, so as to cover all at least 100% of the number of such Registrable Securities which as of the Investor has purchased pursuant to trading day immediately preceding the Standby Equity Distribution Agreement date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the Company becomes aware of the necessity therefore arisestherefor. The Company shall use it its best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number shares of shares Common Stock available for resale under such Registration StatementStatement is less than the number of Registrable Securities.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which or an Investor's allocated portion of the Investor has purchased Registrable Securities pursuant to the Standby Equity Distribution AgreementSection 2(c) (a "DEFICIT FAILURE"), the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all at least one hundred percent (100%) of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore therefor arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares of Company common stock available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased or otherwise been issued pursuant to the Standby Equity Distribution Agreement, the Company shall use commercially reasonable efforts to amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The Company shall use it its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a2(b) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant such Registration Statement is required to the Standby Equity Distribution Agreementcover, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all at least 100% of the Registrable Securities (based on the market price of the Common Stock on the trading day immediately preceding the date of filing of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement amendment or new Registration Statement), in each case, as soon as reasonably practicable, but in any event not later than fifteen thirty (1530) business days after the necessity therefore therefor arises. The Company shall use it its best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issued or issuable on an Advance Notice Date upon conversion of the Preferred Shares covered by such Registration Statement is greater than the number of shares of Common Stock available for resale under such the Registration StatementStatement to cover shares issued or issuable upon conversion of the Preferred Shares.

Sufficient Number of Shares Registered. In the event the number of shares available under a any Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of from time to time the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution AgreementRequired Registration Amount, the Company shall amend the such Registration StatementStatement (if permissible), or file with the SEC a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arisestherefor arises (but taking account of the position of the staff of the SEC (the “Staff”) with respect to the date on which the Staff will permit such amendment to the Registration Statement and/or such new Registration Statement (as the case may be) to be filed with the SEC). The Company shall use it best its commercially reasonable efforts to cause such amendment to such Registration Statement and/or such new Registration Statement (as the case may be) to become effective as soon as practicable following the filing thereofthereof with the SEC, but in no event later than the applicable Effectiveness Deadline for such Registration Statement. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number shares of shares Common Stock available for resale under the applicable Registration Statement is less than the Required Registration Amount as of such Registration Statementtime.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Securities Purchase Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Securities Purchase Agreement as soon as practicable, but in any event not later than fifteen (( 15) days after the necessity therefore arises, subject to applicable laws or regulations. The Company shall use it its commercially reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. thereof For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Periodic Equity Distribution Investment Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Periodic Equity Distribution Investment Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number -------------------------------------- of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which or an Investor's allocated portion of the Investor has purchased Registrable Securities pursuant to the Standby Equity Distribution AgreementSection 2(c) (a "Deficit Failure"), the Company shall amend the Registration Statement, or file --------------- a new Registration Statement (on the short form available thereforetherefor, if applicable), or both, so as to cover all at least one hundred percent (100%) of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore therefor arises. The Company shall use it its best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares of Company Common Stock available for resale under such Registration Statement.

Sufficient Number of Shares Registered. In the event the number of --------------------------------------- shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities which the Investor has purchased pursuant to the Standby Equity Distribution Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.