Common use of Additional Registration Statements Clause in Contracts

Additional Registration Statements. Except as set forth on Schedule 4(j), until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) exists, the Company shall not file a registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement on Form S-8 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement)). “Applicable Date” means the earlier of (x) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which the Company has cured such Current Public Information Failure). “Subsequent Placement” means the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal by the Company of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement).

Additional Registration Statements. Except as set forth on Schedule 4(j), until In the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or event the prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) exists, Commission informs the Company shall not file a registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement on Form S-8 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement)). “Applicable Date” means the earlier of (x) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all of the Registrable Securities are eligible cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each Holder thereof, (ii) use its reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be resold registered by the Buyers pursuant to Rule 144 (Commission, on Form S-3 or, if a Current Public Information Failure has occurred and the Company is continuingineligible to register for resale the Registrable Securities on Form S-3, such later date after which other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company has cured such Current Public Information Failure)shall be obligated to use its reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities. “Subsequent Placement” means The Holders shall have the issuance, offer, sale, granting of any option or right to purchaseselect one legal counsel to review and oversee any registration or matters pursuant to this Article II, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment on any written submission made to the Commission with respect thereto, which counsel shall be designated by the holders of a majority of the Registrable Securities. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (ii) or (iii) above, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by the Commission, one or more registration statements on Form S-3 or, if the Company is ineligible to register for resale the Registrable Securities on Form S-3, such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or otherwise disposal by the Company of New Registration Statement (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any the “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcementRemainder Registration Statements”).

Additional Registration Statements. Except In the event the Company amends an Initial Registration Statement or files a New Registration Statement, as set forth on Schedule 4(jthe case may be, under clauses (A) or (B) of Section 2(a)(i), until the Applicable Date (Company will use its reasonable best efforts to file with the Commission, as defined below) and at any time thereafter while any promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on such form available to the Company to register for resale those Registrable Securities that were not registered for resale on such Initial Registration Statement, as amended, or such New Registration Statement is not effective or the prospectus contained therein for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) exists, the Company shall not file a registration statement or an offering statement under the 1933 Act relating to securities that are not offers and sales of the Registrable Securities (Securities, by such other than a registration statement on Form S-8 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as means of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement)). “Applicable Date” means the earlier distribution of (x) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on as the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all Holders holding a majority of the Registrable Securities are eligible may reasonably determine (the “Remainder Registration Statements”). Each Remainder Registration Statement shall be on such form available to the Company to register for resale of the Registrable Securities that were not registered for resale on an Initial Registration Statement, as amended, or a New Registration Statement as a secondary offering, subject to the provisions of Section 2(h) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section substantially in the form attached hereto as Annex A; provided that the information to be resold by included in the Buyers pursuant Selling Stockholders section which relates to Rule 144 (ora Holder shall be subject to the approval of such Holder, if a Current Public Information Failure has occurred and is continuing, such later date after which the Company has cured shall make any changes to such Current Public Information Failure). “Subsequent Placement” means section and the issuance, offer, sale, granting Plan of any option or right to purchase, or otherwise disposal Distribution section that are reasonably requested by the Company of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement)Holder.

Additional Registration Statements. Except as set forth on Schedule 4(j), until If for any reason (i) the Applicable Date (as defined below) SEC does not permit all of the Shares and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure (as defined Warrant Shares to be included in the Registration Rights AgreementStatement filed pursuant to Section 4.1(a), or (ii) existsany outstanding Shares and Warrant Shares (without regard to any exercise caps contained in the Warrants) are not then covered by an effective Registration Statement, then in each such case the Company shall prepare and file within 30 days of realizing such obligation, an additional Registration Statement covering the resale of all such outstanding and issuable Shares and Warrant Shares not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (or other appropriate form for such purpose). The Company shall cause each such Registration Statement to be declared effective under the Act as soon as possible but, in any event, within 120 days of realizing its obligation to file such Registration Statement, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Act. Not less than four trading days prior to the filing of a Registration Statement or any related prospectus or any amendment or supplement thereto, the Company shall furnish to each holder of Shares or Warrant Shares copies of the “Selling Stockholders” section of such document, the “Plan of Distribution” and any risk factor contained in such document that addresses specifically this transaction or the Selling Stockholders, as proposed to be filed, which documents will be subject to the review of such holder. The Company shall not file a registration statement Registration Statement, any prospectus or an offering statement under any amendments or supplements thereto in which the 1933 Act relating “Selling Stockholder” section thereof differs from the disclosure received from a holder in its Selling Holder Questionnaire (as amended or supplemented). The Company shall use its reasonable best efforts to securities that are not avoid the Registrable Securities issuance of, or, if issued, obtain the withdrawal of (other than i) any order suspending the effectiveness of a registration statement on Form S-8 Registration Statement, or such supplements (ii) any suspension of the qualification (or amendments to registration statements that are outstanding and have been declared effective exemption from qualification) of any of the Shares or Warrant Shares for sale in any jurisdiction, at the earliest practicable moment. Upon notification by the SEC as that a Registration Statement will not be reviewed or is no longer subject to further review and comments, the Company shall request acceleration of such Registration Statement such that it becomes effective at 5:00 p.m. (New York City time) on the date such Registration Statement is declared effective. Deliver to each Investor, by 9:00 a.m. (New York City time) on the day following the date such Registration Statement is declared effective, without charge, an electronic copy of each prospectus or prospectuses (including each form of prospectus) and each amendment or supplement thereto. The Company hereby consents to the use of such prospectus and each amendment or supplement thereto by each of the date hereof (solely to selling holders in connection with the extent necessary to keep such registration statements effective offering and available and not with respect to any Subsequent Placement)). “Applicable Date” means the earlier of (x) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all sale of the Registrable Securities are eligible to be resold Shares and Warrant Shares covered by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred such prospectus and is continuing, such later date after which the Company has cured such Current Public Information Failure). “Subsequent Placement” means the issuance, offer, sale, granting of any option amendment or right to purchase, or otherwise disposal by the Company of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement)supplement thereto.

Additional Registration Statements. Except as set forth on Schedule 4(j), until the Applicable Date (as defined below) and If at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) exists, the Company shall not file a registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement on Form S-8 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as takes the position that the offering of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement)). “Applicable Date” means the earlier of (x) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) some or (y) the first date on which all of the Registrable Securities are in a Registration Statement is not eligible to be resold made on a delayed or continuous basis under the provisions of Rule 415 or requires any Purchaser in connection with a Registration Statement filed under Section 2(a) or the Affiliated Holder in connection with a Registration Statement filed under Section 2(b) to be named as an “underwriter”, the Company shall use its commercially reasonable efforts to persuade the SEC that the offering contemplated by the Buyers Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Purchasers or the Affiliated Holder, as the case may be, is an “underwriter”. The Purchasers or the Affiliated Holder, as applicable, shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Purchasers’ or Affiliated Holder’s counsel, as applicable, reasonably objects, which determination shall be made in the sole discretion of the Company and its counsel. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415; provided, however, that the Company shall not agree to name any Purchaser or the Affiliated Holder as an “underwriter” in such Registration Statement without the prior written consent of such Purchaser or the Affiliated Holder (collectively, the “SEC Restrictions”). Any cut-back imposed on the Purchasers or the Affiliated Holder pursuant to Rule 144 this Section 2(d) shall, unless the SEC Restrictions otherwise require or provide and unless otherwise directed in writing by a Purchaser or the Affiliated Holder as to its Registrable Securities, will be applied as follows: (ori) first to Registrable Securities represented by the Shares, if other than Warrant Shares, held by the Affiliated Holder (applied, in the case that some of such shares of Common Stock may be registered, to the Affiliated Holder(s) on a Current Public Information Failure has occurred pro rata basis based on the total number of unregistered Shares, other than Warrant Shares, held by any Affiliated Holder)1; second to the Warrant Shares held by the Affiliated Holder (applied, in the case that some Warrant Shares may be registered, to the Affiliated Holder(s) on a pro rata basis based on the total number of unregistered Warrant Shares held by any Affiliated Holder)2; third to Registrable Securities represented by the Shares, other than Warrant Shares, held by Purchasers (applied, in the case that some of such shares of Common Stock may be registered, to the Purchasers on a pro rata basis based on the total number of unregistered Shares, other than Warrant Shares, held by any Purchaser); and is continuingfourth to the Warrant Shares held by Purchasers (applied, in the case that some Warrant Shares may be registered, to the Purchasers on a pro rata basis based on the total number of unregistered Warrant Shares held by any Purchaser). No liquidated damages shall accrue on or as to any Cut Back Shares until such later date after which time as the Company has cured is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions (such Current Public Information Failuredate, the “Restriction Termination Date”). “Subsequent Placement” means From and after the issuanceRestriction Termination Date, offerall of the provisions of this Section 2 (including the liquidated damages provisions) shall again be applicable to the Cut Back Shares; provided, salehowever, granting of any option or right that for such purposes, the Filing Deadline with respect to purchase, or otherwise disposal by the Company of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement)Cut Back Shares shall be the 45th day following the Restriction Termination Date.

Additional Registration Statements. Except as set forth on Schedule 4(j), until Whenever the Applicable Date Company (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure a Successor Entity (as defined in the Registration Rights AgreementWarrants)) exists, proposes to register the Company shall not file a registration statement or an offering statement offer and sale of any shares of its common stock under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), or (ii) in connection with any dividend or distribution reinvestment or similar plan), which includes the registration of shares of Common Stock for the account of one or more stockholders of the Company and the form of registration statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities, the Company shall include in such supplements or amendments registration all Registrable Securities unless the Company has received a written request for exclusion from the Buyer. The Company shall give prompt written notice (in any event no later than ten (10) Trading Days prior to registration statements that are outstanding and have the filing of such Piggyback Registration Statement) to the Buyer of its intention to effect such a registration. The Company shall notify the Buyer, promptly after the Company receives notice thereof, of the time when such Piggyback Registration Statement has been declared effective by or a supplement to any prospectus forming a part of such Piggyback Registration Statement has been filed with the SEC as SEC. The Company shall further notify Buyer, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, of the date hereof (solely happening of any event that would cause the prospectus included in such Piggyback Registration Statement to contain an untrue statement of a material fact or omit any fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the extent purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to keep make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall use its reasonable efforts such registration statements effective and available and not with respect to that upon effectiveness of any Subsequent Placement)). “Applicable Date” means such Piggyback Registration Statement, the earlier of (x) the first date Registrable Securities registered thereunder shall be listed on each securities exchange on which the resale by Common Stock is then listed. The Company shall otherwise use its reasonable efforts to take all other steps necessary to effect the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (registration and each prospectus contained therein is available for use on such date) or (y) the first date on which all sale of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, included on such later date after which the Company has cured such Current Public Information Failure). “Subsequent Placement” means the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal by the Company of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (Piggyback Registration Statement as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement)contemplated hereby.

Additional Registration Statements. Except as set forth on Schedule 4(j), until Whenever the Applicable Date Company (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure a Successor Entity (as defined in the Registration Rights AgreementWarrants)) exists, proposes to register the Company shall not file a registration statement or an offering statement offer and sale of any shares of its common stock under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), or (ii) in connection with any dividend or distribution reinvestment or similar plan), which includes the registration of shares of Common Stock for the account of one or more stockholders of the Company and the form of registration statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities, the Company shall include in such supplements or amendments registration all Registrable Securities unless the Company has received a written request for exclusion from the Buyer. The Company shall give prompt written notice (in any event no later than ten (10) Trading Days prior to registration statements that are outstanding and have the filing of such Piggyback Registration Statement) to the Buyer of its intention to effect such a registration. The Company shall notify the Buyer, promptly ​ ​ ​ after the Company receives notice thereof, of the time when such Piggyback Registration Statement has been declared effective by or a supplement to any prospectus forming a part of such Piggyback Registration Statement has been filed with the SEC as SEC. The Company shall further notify Buyer, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, of the date hereof (solely happening of any event that would cause the prospectus included in such Piggyback Registration Statement to contain an untrue statement of a material fact or omit any fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the extent purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to keep make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall use its reasonable efforts such registration statements effective and available and not with respect to that upon effectiveness of any Subsequent Placement)). “Applicable Date” means such Piggyback Registration Statement, the earlier of (x) the first date Registrable Securities registered thereunder shall be listed on each securities exchange on which the resale by Common Stock is then listed. The Company shall otherwise use its reasonable efforts to take all other steps necessary to effect the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (registration and each prospectus contained therein is available for use on such date) or (y) the first date on which all sale of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, included on such later date after which the Company has cured such Current Public Information Failure). “Subsequent Placement” means the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal by the Company of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (Piggyback Registration Statement as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement)contemplated hereby.

Additional Registration Statements. Except as set forth on Schedule 4(j), until the Applicable Date (as defined below) and If at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) exists, the Company shall not file a registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement on Form S-8 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as takes the position that the offering of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement)). “Applicable Date” means the earlier of (x) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) some or (y) the first date on which all of the Registrable Securities are in a Registration Statement is not eligible to be resold made on a delayed or continuous basis under the provisions of Rule 415 or requires any Affiliated Holder in connection with a Registration Statement filed under Section 2(a) to be named as an “underwriter,” the Company shall use its commercially reasonable efforts to persuade the SEC that the offering contemplated by the Buyers Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that such Affiliated Holder is not an “underwriter.” Such Affiliated Holder shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which such Affiliated Holder’s counsel reasonably objects, which determination shall be made in the sole discretion of the Company and its counsel. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2(c), the SEC refuses to alter its position, the Company shall remove from the Registration Statement such portion of the Registrable Securities and/or agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415; provided, however, that the Company shall not agree to name any Affiliated Holder as an “underwriter” in such Registration Statement without the prior written consent of such Affiliated Holder (collectively, the “SEC Restrictions”). Any cut-back imposed on the Affiliated Holders pursuant to Rule 144 (orthis Section 2(c) shall, if a Current Public Information Failure has occurred unless the SEC Restrictions otherwise require or provide and is continuingunless otherwise directed in writing by an Affiliated Holder as to its Registrable Securities, such later date after which will be applied to the Company has cured such Current Public Information Failure). “Subsequent Placement” means the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal Registrable Securities held by the Company Affiliated Holders requesting registration on a pro rata basis based on the total number of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (any unregistered Shares held by such issuance, offer, sale, grant, disposition or announcement)Affiliated Holders.

Additional Registration Statements. Except as set forth on Schedule 4(j), until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) exists, Whenever the Company shall not file (or a registration statement or an offering statement Successor Entity) proposes to register the offer and sale of any shares of its common stock under the 1933 Securities Act relating to securities that are not the Registrable Securities (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), or (ii) in connection with any dividend or distribution reinvestment or similar plan), which includes the registration of shares of Common Stock for the account of one or more stockholders of the Company and the form of registration statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities, the Company shall include in such supplements or amendments registration all Registrable Securities unless the Company has received a written request for exclusion from the Buyer. The Company shall give prompt written notice (in any event no later than ten (10) Trading Days prior to registration statements that are outstanding and have the filing of such Piggyback Registration Statement) to the Buyer of its intention to effect such a registration. The Company shall notify the Buyer, promptly after the Company receives notice thereof, of the time when such Piggyback Registration Statement has been declared effective by or a supplement to any prospectus forming a part of such Piggyback Registration Statement has been filed with the SEC as SEC. The Company shall further notify Buyer, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the date hereof (solely happening of any event that would cause the prospectus included in such Piggyback Registration Statement to contain an untrue statement of a material fact or omit any fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the extent purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to keep make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall use its reasonable efforts such registration statements effective and available and not with respect to that upon effectiveness of any Subsequent Placement)). “Applicable Date” means such Piggyback Registration Statement, the earlier of (x) the first date Registrable Securities registered thereunder shall be listed on each securities exchange on which the resale by Common Stock is then listed. The Company shall otherwise use its reasonable efforts to take all other steps necessary to effect the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (registration and each prospectus contained therein is available for use on such date) or (y) the first date on which all sale of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, included on such later date after which the Company has cured such Current Public Information Failure). “Subsequent Placement” means the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal by the Company of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (Piggyback Registration Statement as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement)contemplated hereby.

Additional Registration Statements. Except as set forth From the date hereof until the date that is sixty-one (61) Business Days following the Effective Date, the Company will not, directly or indirectly, file any registration statement with the SEC other than the Registration Statement. The foregoing restriction shall not apply to registration statements on Schedule 4(jForm S-8, or to any registration statement pertaining to any securities covered by the 2006-B Common Stock Purchase Agreement between Xxxxx Xxxxx and the Company dated September 25, 2006 (an “Illes Registration Statement”), until or any amendment (or post effective amendment) to a registration statement of the Applicable Company already on file with the SEC on the Closing Date (as defined belowan “Existing Registration Statement”) and at any time thereafter while any (or supplement the prospectus contained therein) provided that neither the amendment or prospectus increases the aggregate number of shares of Common Stock registered pursuant to such Existing Registration Statement. If anytime after the Filing Deadline, but prior to the date that the Registration Statement is not effective declared effective, the Company proposes to register any of its Common Stock in connection with an Illes Registration Statement or an Existing Registration Statement, the prospectus contained therein is not available for use or Company shall, at such time, promptly give each Buyer written notice of such registration (a “Piggyback Registration Statement”). Upon the written request of any Current Public Information Failure Buyer given by fax within three (as defined in 3) Business Days after receipt of such notice by the Registration Rights Agreement) existsCompany, the Company shall not file a cause to be included in such registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement on Form S-8 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement)). “Applicable Date” means the earlier of (x) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all of the Registrable Securities are eligible that each such Holder has requested to be resold by registered (“Piggyback Registration”) to the Buyers pursuant extent such inclusion does not violate the registration rights of any other security holder of the Company; provided, however, that nothing herein shall prevent the Company from withdrawing or abandoning such registration statement prior to Rule 144 (orits effectiveness. Notwithstanding the above, if a Current Public Information Failure has occurred and the Holders shall not be entitled to be included in any Piggyback Registration Statement that is continuing, such later date filed after which the Company has cured filed the Registration Statement, so long as such Current Public Information Failure). “Subsequent Placement” means the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal Registration Statement remains under review by the SEC and the Company of (or announcement of continues to use all reasonable efforts to promptly respond to any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under comments from the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement)SEC.

Additional Registration Statements. Except as set forth on Schedule 4(j), until In the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or event the prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) exists, Commission informs the Company shall not file a registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement on Form S-8 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement)). “Applicable Date” means the earlier of (x) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all of the Registrable Securities are eligible cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each Holder thereof, (ii) use its reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be resold registered by the Buyers pursuant to Rule 144 (Commission, on Form S-3 or, if a Current Public Information Failure has occurred and the Company is continuingineligible to register for resale the Registrable Securities on Form S-3, such later date after which other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company has cured such Current Public Information Failure)shall be obligated to use its reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities. “Subsequent Placement” means The Holders shall have the issuance, offer, sale, granting of any option or right to purchaseselect one legal counsel to review and oversee any registration or matters pursuant to this Article VI, including participation in any meetings or discussions with the Commission regarding the Commission’s position and to comment on any written submission made to the Commission with respect thereto, which counsel shall be designated by the holders of a majority of the Registrable Securities. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (ii) or (iii) above, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by the Commission, one or more registration statements on Form S-3 or, if the Company is ineligible to register for resale the Registrable Securities on Form S-3, such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or otherwise disposal by the Company of New Registration Statement (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any the “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcementRemainder Registration Statements”).

Additional Registration Statements. Except as set forth on Schedule 4(j4(k), until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) exists, the Company shall not file a registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement on Form S-8 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement)). “Applicable Date” means the earlier of (x) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which the Company has cured such Current Public Information Failure). “Subsequent Placement” means the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal by the Company of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights rights) (any such issuance, offer, sale, grant, disposition or announcement).

Additional Registration Statements. Except as set forth on Schedule 4(j), until the Applicable Date (as defined belowi) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) exists, Whenever the Company shall not file (or a registration statement or an offering statement Successor Entity) proposes to register the offer and sale of any shares of its common stock under the 1933 Securities Act relating to securities that are not the Registrable Securities (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), or (ii) in connection with any dividend or distribution reinvestment or similar plan), which includes the registration of shares of Common Stock for the account of one or more stockholders of the Company and the form of registration statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities, the Company shall include in such supplements or amendments registration all Registrable Securities unless the Company has received a written request for exclusion from the Holder. The Company shall give prompt written notice (in any event no later than ten (10) Trading Days prior to registration statements that are outstanding and have the filing of such Piggyback Registration Statement) to the Holder of its intention to effect such a registration. The Company shall notify the Holder, promptly after the Company receives notice thereof, of the time when such Piggyback Registration Statement has been declared effective by or a supplement to any prospectus forming a part of such Piggyback Registration Statement has been filed with the SEC as SEC. The Company shall further notify Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the date hereof (solely happening of any event that would cause the prospectus included in such Piggyback Registration Statement to contain an untrue statement of a material fact or omit any fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the extent purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to keep make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall use its reasonable efforts such registration statements effective and available and not with respect to that upon effectiveness of any Subsequent Placement)). “Applicable Date” means such Piggyback Registration Statement, the earlier of (x) the first date Registrable Securities registered thereunder shall be listed on each securities exchange on which the resale by Common Stock is then listed. The Company shall otherwise use its reasonable efforts to take all other steps necessary to effect the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (registration and each prospectus contained therein is available for use on such date) or (y) the first date on which all sale of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, included on such later date after which the Company has cured such Current Public Information Failure). “Subsequent Placement” means the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal by the Company of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (Piggyback Registration Statement as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement)contemplated hereby.

Additional Registration Statements. Except as set forth on Schedule 4(j), until Whenever the Applicable Date Company (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure a Successor Entity (as defined in the Registration Rights AgreementWarrants)) exists, proposes to register the Company shall not file a registration statement or an offering statement offer and sale of any shares of its common stock under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), or (ii) in connection with any dividend or distribution reinvestment or similar plan), which includes the registration of shares of Common Stock for the account of one or more stockholders of the Company and the form of registration statement (a “Piggyback Registration Statement”) to be ​ ​ ​ ​ ​ used may be used for any registration of Registrable Securities, the Company shall include in such supplements or amendments registration all Registrable Securities unless the Company has received a written request for exclusion from the Buyer. The Company shall give prompt written notice (in any event no later than ten (10) Trading Days prior to registration statements that are outstanding and have the filing of such Piggyback Registration Statement) to the Buyer of its intention to effect such a registration. The Company shall notify the Buyer, promptly after the Company receives notice thereof, of the time when such Piggyback Registration Statement has been declared effective by or a supplement to any prospectus forming a part of such Piggyback Registration Statement has been filed with the SEC as SEC. The Company shall further notify Buyer, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, of the date hereof (solely happening of any event that would cause the prospectus included in such Piggyback Registration Statement to contain an untrue statement of a material fact or omit any fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the extent purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to keep make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall use its reasonable efforts such registration statements effective and available and not with respect to that upon effectiveness of any Subsequent Placement)). “Applicable Date” means such Piggyback Registration Statement, the earlier of (x) the first date Registrable Securities registered thereunder shall be listed on each securities exchange on which the resale by Common Stock is then listed. The Company shall otherwise use its reasonable efforts to take all other steps necessary to effect the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (registration and each prospectus contained therein is available for use on such date) or (y) the first date on which all sale of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, included on such later date after which the Company has cured such Current Public Information Failure)Piggyback Registration Statement as contemplated hereby. “Subsequent Placement” means the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal by the Company of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement).​

Additional Registration Statements. Except as set forth on Schedule 4(j), until the Applicable Date (as defined below) and If at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) exists, the Company shall not file a registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement on Form S-8 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as takes the position that the offering of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement)). “Applicable Date” means the earlier of (x) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) some or (y) the first date on which all of the Registrable Securities are in a Registration Statement is not eligible to be resold made on a delayed or continuous basis under the provisions of Rule 415 or requires any Purchaser in connection with a Registration Statement filed under Section 2(a) or the Affiliated Holder in connection with a Registration Statement filed under Section 2(b) to be named as an “underwriter,” the Company shall use its commercially reasonable efforts to persuade the SEC that the offering contemplated by the Buyers Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Purchasers or the Affiliated Holder, as the case may be, is an “underwriter.” The Purchasers or the Affiliated Holder, as applicable, shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Purchasers’ or Affiliated Holder’s counsel, as applicable, reasonably objects, which determination shall be made in the sole discretion of the Company and its counsel. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415; provided, however, that the Company shall not agree to name any Purchaser or the Affiliated Holder as an “underwriter” in such Registration Statement without the prior written consent of such Purchaser or the Affiliated Holder (collectively, the “SEC Restrictions”). Any cut-back imposed on the Purchasers or the Affiliated Holder pursuant to Rule 144 this Section 2(d) shall, unless the SEC Restrictions otherwise require or provide and unless otherwise directed in writing by a Purchaser or the Affiliated Holder as to its Registrable Securities, will be applied as follows: (ori) first, if to Registrable Securities represented by the Shares held by the Affiliated Holder (applied, in the case that some of such shares of Common Stock may be registered, to the Affiliated Holder(s) on a Current Public Information Failure has occurred pro rata basis based on the total number of unregistered Shares held by any Affiliated Holder); and is continuingsecond, to Registrable Securities represented by the Shares held by Purchasers (applied, in the case that some of such later date after which shares of Common Stock may be registered, to the Purchasers on a pro rata basis based on the total number of unregistered Shares held by any Purchaser). No liquidated damages shall accrue on or as to any Cut Back Shares until such time as the Company has cured is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions (such Current Public Information Failuredate, the “Restriction Termination Date”). “Subsequent Placement” means From and after the issuanceRestriction Termination Date, offerall of the provisions of this Section 2 (including the liquidated damages provisions) shall again be applicable to the Cut Back Shares; provided, salehowever, granting of any option or right that for such purposes, the Filing Deadline with respect to purchase, or otherwise disposal by the Company of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement)Cut Back Shares shall be the 45th day following the Restriction Termination Date.

Additional Registration Statements. Except as set forth on Schedule 4(j), until the Applicable Date (as defined below) and If at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) exists, the Company shall not file a registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement on Form S-8 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as takes the position that the offering of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement)). “Applicable Date” means the earlier of (x) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) some or (y) the first date on which all of the Registrable Securities are in a Registration Statement is not eligible to be resold made on a delayed or continuous basis under the provisions of Rule 415 or requires any Purchaser in connection with a Registration Statement filed under Section 2(a) to be named as an “underwriter,” the Company shall use its commercially reasonable efforts to persuade the SEC that the offering contemplated by the Buyers Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that such Purchaser is not an “underwriter.” The Purchasers shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Purchasers’ counsel reasonably objects, which determination shall be made in the sole discretion of the Company and its counsel. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2(c), the SEC refuses to alter its position, the Company shall remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415; provided, however, that the Company shall not agree to name any Purchaser as an “underwriter” in such Registration Statement without the prior written consent of such Purchaser (collectively, the “SEC Restrictions”). Any cut-back imposed on the Purchasers pursuant to Rule 144 this Section 2(c) shall be allocated among the Purchasers on a pro rata basis and shall be applied first to any of the Registrable Securities of such Purchaser as such Purchaser shall designate, unless the SEC Restrictions otherwise require or provide or the Purchasers otherwise agree. No liquidated damages shall accrue as to any Cut Back Shares until such date as the Company is able to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions (orsuch date, if a Current Public Information Failure has occurred the “Restriction Termination Date” of such Cut Back Shares). From and is continuingafter the Restriction Termination Date applicable to any Cut Back Shares, all of the provisions of this Section 2 (including the liquidated damages provisions) shall again be applicable to such later Cut Back Shares; provided, however, that (i) the Filing Deadline for the Registration Statement including such Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) the date after by which the Company has cured is required to obtain effectiveness with respect to such Current Public Information Failure). “Subsequent Placement” means Cut Back Shares under Section 2(d) shall be the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal by 120th day immediately after the Company of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement)Restriction Termination Date.

Additional Registration Statements. Except as set forth on Schedule 4(j), until Until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the any prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) existsuse, the Company shall not file a registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a Securities; provided, however, that the Company shall be permitted, at any time, to file and cause to become effective another registration statement on Form S-8 for the registration of shares of Common Stock (and/or warrants to purchase Common Stock) that do not constitute Registrable Securities, or to include such supplements securities in one or amendments to registration statements that are outstanding and have been declared effective by the SEC more Registration Statements, in connection with a Permitted Registration (as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement)defined below). “Applicable Date” means the earlier of (x) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial is covered by one or more effective Registration Statement Statements (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which the Company has cured such Current Public Information Failure). “Subsequent Permitted Registration” shall mean the registration under the 1933 Act for resale, at any time, of shares of Common Stock and/or warrants to purchase Common Stock (but no other securities) issued by the Company in a Permitted Private Placement (including, for the avoidance of doubt, the subsequent registration of any securities issued in the Permitted Private Placement that were removed from a Registration Statement due to the rules and regulations of the SEC). “Permitted Private Placement” means shall mean the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal issuance by the Company of (or announcement shares of any issuance, offer, sale, grant of any option or right Common Stock and/or warrants to purchase or Common Stock (but no other disposition ofsecurities) any equity security or any equity-linked or related security in one (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated but no more than one) transaction conducted pursuant to a valid exemption from registration under the 1933 Act), with the aggregate offering amount of such privately issued securities to be no greater than $20,000,000, which transaction may occur on or about the date on which the Form 20-F referenced in Section 5(c) is filed or at any Convertible Securities (as defined below), any debt, any preferred stock time on or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement)prior to the Self Filing Effective Date.

Additional Registration Statements. Except as set forth on Schedule 4(j)Notwithstanding anything to the contrary contained in this Agreement, until in the Applicable Date event the staff of the Commission (as defined belowthe “Staff”) and at or the Commission seeks to characterize any time thereafter while any offering pursuant to a Shelf Registration Statement is not effective filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Company, or in any other manner, such that the Staff or the prospectus contained Commission do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holders participating therein is not available for use (or any Current Public Information Failure (as defined otherwise may be acceptable to Annji) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all Holders until such time as the Staff and the Commission shall so permit such Shelf Registration Rights Agreement) existsStatement to become effective as aforesaid. In making such reduction, the Company shall not file reduce the number of shares to be included by all Holders on a registration statement or an offering statement under pro rata basis (based upon the 1933 Act relating to securities that are not the number of Registrable Securities (other than a registration statement on Form S-8 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement)). “Applicable Date” means the earlier of (x) the first date on which the resale by the Buyers of all the Registrable Securities otherwise required to be filed included for each Holders) unless the inclusion of shares by a particular Holder or a particular set of Holders are resulting in the Staff or the SEC’s “by or on behalf of the initial Company” offering position, in which event the shares held by such Holder or set of Holders shall be the only shares subject to reduction (and if by a set of Holders on a pro rata basis by such Holders or on such other basis as would result in the exclusion of the least number of shares by all such Holders). In addition, in the event that the Staff or the Commission requires any Holder seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such Holder does not consent to being so named as an underwriter in such Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such Holder, until such time as the Staff or the Commission does not require such identification or until such Holder accepts such identification and the manner thereof. In the event of any reduction in Registrable Securities pursuant to this Section, an affected Holder shall have the right to require, upon delivery of a written request to the Company signed by such Holder, the Company to file a Shelf Registration Statement within twenty (as defined 20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the Commission) for resale by such Holder in a manner acceptable to such Holder, and the Company shall following such request cause to be and keep effective such registration statement in the Registration Rights Agreementsame manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all of the Registrable Securities are eligible Shares the resale of which has been registered under such additional Shelf Registration Statement cease to be resold by the Buyers pursuant Registrable Shares or (ii) such Holder agrees to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which the Company has cured such Current Public Information Failure). “Subsequent Placement” means the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal by the Company of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (be named as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (an underwriter in any such issuance, offer, sale, grant, disposition or announcementShelf Registration Statement in a manner acceptable to such Holder as to all Registrable Securities held by such Holder and that have not theretofore been included in a Shelf Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by such Holder as contemplated above).