Common use of Registration Statements Clause in Contracts

Registration Statements. (i) (A) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "Closing Date") but no later than thirty (30) days after the Closing Date (the "Initial Filing Deadline") the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of the Shares and the Initial Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. Promptly following the Automatic Conversion Date, and in no event later than thirty (30) days after the Automatic Conversion Date (the "Second Filing Deadline"), the Company shall prepare and file with the SEC another Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering, among other things, the resale of the Conversion Shares and the Additional Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. In connection with the second Registration Statement referred to above, the Company may avail itself of Rule 429 under the 0000 Xxx.

Registration Statements. (i) (A) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "Closing Date") Effective Date but no later than thirty (30) days after the Closing Date (the "Initial “Filing Deadline") the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of the Shares and the Initial Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. Promptly following the Automatic Conversion Date, and in no event later than thirty (30) days after the Automatic Conversion Date (the "Second Filing Deadline"”), the Company shall prepare and file with the SEC another a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on Form S-3 a continuous basis pursuant to Rule 415 under the 1933 Act (“Rule 415”) or, if Form S-3 Rule 415 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Investors may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering) subject to the Required Investors' provisions of Section 2(a)(ii) and shall contain (except if otherwise required pursuant to written comments received from the SEC upon review of such Registration Statement) a “Plan of Distribution” substantially in the form attached hereto as Exhibit A (which may be modified to respond to comments, if any, provided by the SEC); provided, however, that no Investor shall be named as an Underwriter in such Registration Statement without the Investor’s prior written consent), covering, among other things, the resale of the Conversion Shares and the Additional Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. In connection with the second Registration Statement referred event that the Company is not eligible to aboveregister the Registrable Securities on Form S-3 and instead registers the Registrable Securities on another form of registration statement pursuant to the 1933 Act, the Company may avail itself of Rule 429 under shall convert or replace such registration statement with a registration statement on Form S-3 promptly following confirmation that the 0000 XxxCompany becomes eligible to use Form S-3 to register the Registrable Securities.

Registration Statements. (i) (A) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "First Closing Date") Date but no later than thirty (30) days after the First Closing Date (the "Initial “First Closing Filing Deadline") ”), the Company shall prepare and file with the SEC one Registration Statement covering all of the Registrable Securities issued at the First Closing or issuable upon exercise of securities issued at the First Closing (the “First Closing Registrable Securities”). Each Registration Statement filed hereunder shall be on Form S-3 and for an offering to be made on a continuous basis pursuant to Rule 415 (or, except if Form S-3 the Company is not then available eligible to the Company, on such form of registration statement as is then available to effect a registration register for resale of the Registrable SecuritiesSecurities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the Required Investors' provisions of Section 2(d)) and, subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that PDL BioPharma, Inc. shall not be named as an “underwriter” in such Registration Statement without the PDL BioPharma, Inc.’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), covering the resale such indeterminate number of the Shares and the Initial Warrant Shares and any and all other securities issued additional shares of Common Stock resulting from stock splits, stock dividends or issuable similar transactions with respect to or in exchange for such the First Closing Registrable Securities. Promptly following the Automatic Conversion Date, and in no event later than thirty (30) days after the Automatic Conversion Date (the "Second Filing Deadline"), the Company shall prepare and file with the SEC another Such Registration Statement on Form S-3 (orand each amendment or supplement thereto) shall be provided in accordance with Section 3(c) to PDL BioPharma, if Form S-3 is not then available Inc. prior to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering, among its filing or other things, the resale of the Conversion Shares and the Additional Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. In connection with the second Registration Statement referred to above, the Company may avail itself of Rule 429 under the 0000 Xxxsubmission.

Registration Statements. (i) (A) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "Closing Date") but no later than On or prior to thirty (30) days after following the Closing Date (the "Initial “Filing Deadline") ”), the Company shall use commercially reasonable efforts to prepare and file with the SEC one a Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), subject to the Required Investors' consentprovisions of Section 2.1(c), covering for the resale of the Shares and Registrable Securities pursuant to an offering to be made on a continuous basis pursuant to Rule 415 under the Initial Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. Promptly following the Automatic Conversion Date, and in no event later than thirty (30) days after the Automatic Conversion Date Securities Act (the "Second Filing Deadline"“Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the limitations of Form S-3, include the aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” substantially in the form of Annex A (which may be modified to respond to comments, if any, provided by the SEC). To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall prepare (i) inform each of the Participating Holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration Statement as required by the SEC and/or (ii) withdraw the Shelf Registration Statement and file with a new registration statement (a “New Registration Statement”), in either case covering the SEC another Registration Statement maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 (oror such other form available to register for resale the Registrable Securities as a secondary offering. Notwithstanding any other provision of this Agreement, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect any SEC Guidance sets forth a registration for resale limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Subscription Agreement (whether pursuant to registration rights or otherwise), and second by Registrable Securities represented by Securities (applied, in the case that some Securities may be registered, to the Holders on a pro rata basis based on the total number of unregistered Securities held by such Holders, subject to a determination by the Required Investors' consentSEC that certain Holders must be reduced first based on the number of Securities held by such Holders), covering, among other things, the resale of the Conversion Shares and the Additional Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. In connection with the second event the Company amends the Shelf Registration Statement referred to or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company may avail itself will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or SEC Guidance provided to the Company or to registrants of Rule 429 under securities in general, one or more Registration Statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the 0000 XxxShelf Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statement”). In no event shall any Participating Holder be identified as a statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of the SEC or another regulatory agency; provided, however, that if the SEC requests that a Participating Holder be identified as a statutory underwriter in the Registration Statement, such Holder will have an opportunity to withdraw from the Registration Statement.

Registration Statements. (i) (A) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement On or prior to November 1, 2022 (the "Closing Date") but no later than thirty (30) days after the Closing Date (the "Initial “Filing Deadline") ”), the Company shall use commercially reasonable efforts to prepare and file with the SEC one a Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), subject to the Required Investors' consentprovisions of Section 2.1(c), covering for the resale of the Shares and Registrable Securities pursuant to an offering to be made on a continuous basis pursuant to Rule 415 under the Initial Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. Promptly following the Automatic Conversion Date, and in no event later than thirty (30) days after the Automatic Conversion Date Securities Act (the "Second Filing Deadline"“Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the limitations of Form S-3, include the aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” substantially in the form of Annex A (which may be modified to respond to comments, if any, provided by the SEC). To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall prepare (i) inform each of the Participating Holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration Statement as required by the SEC and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to the filing such amendment or New Registration Statement, the Company shall use its commercially reasonable efforts to advocate with the SEC another Registration Statement on Form S-3 (or, if Form S-3 is not then available to for the Company, on such form registration of registration statement as is then available to effect a registration for resale all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Required Investors' consent), covering, among other things, SEC that certain Holders must be reduced first based on the resale number of the Conversion Shares and the Additional Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for held by such Registrable SecuritiesHolders. In connection with the second event the Company amends the Shelf Registration Statement referred to or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company may avail itself will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or SEC Guidance provided to the Company or to registrants of Rule 429 under securities in general, one or more Registration Statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the 0000 XxxShelf Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statement”). In no event shall any Participating Holder be identified as a statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of the SEC or another regulatory agency; provided, however, that if the SEC requests that a Participating Holder be identified as a statutory underwriter in the Registration Statement, such Holder will have an opportunity to withdraw from the Registration Statement.

Registration Statements. (i) (A) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "Closing Date") but no later than On or prior to thirty (30) calendar days after following the Closing Date (the "Initial “Filing Deadline") the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of the Shares and the Initial Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. Promptly following the Automatic Conversion Date, and in no event later than thirty (30) days after the Automatic Conversion Date (the "Second Filing Deadline"”), the Company shall prepare and file with the SEC another a Registration Statement on Form S-1 or a Registration Statement on Form S-3 (if the Company is eligible to use Form S-3, subject to the provisions of Section 2.1(c), for the resale of the Registrable Securities pursuant to an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act or, if Form S-3 Rule 415 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the Required Investors' consentlimitations of Form S-1 (or such other form available to register for resale the Registrable Securities as a secondary offering), coveringinclude the aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” substantially in the form of Annex A (which may be modified to respond to comments, among if any, provided by the SEC). To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other thingsreason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the resale Company shall (i) promptly inform each of the Conversion Shares Participating Holders thereof and file amendments to the Additional Warrant Shares Shelf Registration Statement as required by the SEC and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-1 or a Registration Statement on Form S-3 if the Company is eligible to use Form S-3. Notwithstanding any and all other securities issued or issuable with respect provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to or be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in exchange for such writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise), and second by Registrable Securities acquired pursuant to the Purchase Agreement (applied, in the case that some Registrable Securities may be registered, to the Holders on a pro rata basis based on the total number of unregistered Registrable Securities held by such Holders, subject to a determination by the SEC that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders). In connection with the second event the Company amends the Shelf Registration Statement referred to or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company may avail itself will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or SEC Guidance provided to the Company or to registrants of Rule 429 under securities in general, one or more Registration Statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the 0000 XxxShelf Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statement”). In no event shall any Participating Holder be identified as a statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of the SEC or another regulatory agency; provided, however, that if the SEC requests that a Participating Holder be identified as a statutory underwriter in the Registration Statement, such Holder will have an opportunity to withdraw from the Registration Statement.

Registration Statements. No Subject Entity will file any registration statement (other than on Form S-8) under the Securities Act covering any offering of debt or equity securities unless it shall first have given each holder of Investor Securities 60 days advance written notice thereof. Each holder of Investor Securities shall have the right, at any time when in its sole and exclusive judgment it is or might be deemed to be a controlling person of any Subject Entity for purposes of the Securities Act, (i) to participate in the preparation of such registration statement and to require the inclusion therein or deletion therefrom of material which in its judgment should be included or deleted, as the case may be, (Aii) Promptly following to retain at its own cost and expense counsel and independent public accountants to assist it in such participation, and (iii) to obtain an opinion from the closing Company's counsel and a "cold-comfort" letter from the Company's auditors, each in customary form, each addressed to it and covering such matters as it may reasonably specify in connection with such registration statement. Unless a reference to a holder of Investor Securities by name is required by any provision of the purchase Securities Act or the rules and sale regulations promulgated thereunder, no such registration statement or other document shall refer to such holder by name without the prior written consent of such holder. The indemnity and contribution provisions set forth in Section 6 of the securities contemplated by the Purchase Registration Rights Agreement (the "Closing Date") but no later than thirty (30) days after the Closing Date (the "Initial Filing Deadline") the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (orapply mutatis mutandis to any registration statement or other document referred to in this Section 7.6, if Form S-3 is not then available except that references therein to the Company, on such form holders of registration statement as is then available Registrable Securities shall be deemed to effect a registration for resale be references to each holder of the Registrable Investor Securities, subject to the Required Investors' consent), covering the resale of the Shares and the Initial Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. Promptly following the Automatic Conversion Date, and in no event later than thirty (30) days after the Automatic Conversion Date (the "Second Filing Deadline"), the Company shall prepare and file with the SEC another Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering, among other things, the resale of the Conversion Shares and the Additional Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. In connection with the second Registration Statement referred to above, the Company may avail itself of Rule 429 under the 0000 Xxx.

Registration Statements. (i) (A) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "Closing Date") but no later than thirty (30) days after the Closing Date (the "Initial Filing Deadline") the The Company shall use its best efforts to prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), “Initial Registration Statement”) covering the resale of all of the Shares and Registrable Securities on a continuous basis pursuant to Rule 415 of the Initial Warrant Shares and any and all other securities issued Securities Act or issuable with respect to or in exchange for such Registrable Securities. Promptly following before 30 days from the Automatic Conversion Date, and in no event later than thirty (30) days after the Automatic Conversion Date date of this Agreement (the "Second “Filing Deadline"”). The Initial Registration Statement filed hereunder shall be on Form S-1, or any other form for which the Company then qualifies or which counsel for the Company shall prepare deem appropriate and file with which form shall be available for the SEC another resale by the Members of all the Registerable Securities, provided, that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 (orcovering the Registrable Securities has been declared effective by the staff of the SEC. No Member shall be named as an “underwriter” in the Initial Registration Statement without such Member’s prior written consent. Such Initial Registration Statement also shall cover, if Form S-3 is not then available to the Companyextent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), on such form indeterminate number of registration statement as is then available additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to effect a registration for resale of the Registrable Securities. Such Initial Registration Statement shall not include any shares of Common Stock or other securities for the account of any other Person (including the Company) without the prior written consent of the Required Members. The Initial Registration Statement (and each amendment or supplement thereto, subject and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Required Investors' consent), covering, among Members and their counsel prior to its filing or other things, the resale of the Conversion Shares and the Additional Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. In connection with the second Registration Statement referred to above, the Company may avail itself of Rule 429 under the 0000 Xxxsubmission.

Registration Statements. (i) (A) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "Closing Date") Effective Date but no later than thirty (30) calendar days after the Closing Effective Date (the "Initial “Filing Deadline") the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of the Shares and the Initial Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. Promptly following the Automatic Conversion Date, and in no event later than thirty (30) days after the Automatic Conversion Date (the "Second Filing Deadline"”), the Company shall prepare and file with the SEC another a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on Form S-3 a continuous basis pursuant to Rule 415 under the 1933 Act (“Rule 415”) or, if Form S-3 Rule 415 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Investors may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering) subject to the Required Investors' provisions of Section 2(a)(ii) and shall contain (except if otherwise required pursuant to written comments received from the SEC upon review of such Registration Statement) a “Plan of Distribution” substantially in the form attached hereto as Exhibit A (which may be modified to respond to comments, if any, provided by the SEC); provided, however, that no Investor shall be named as an “underwriter” in such Registration Statement without the Investor’s prior written consent), covering, among other things, the resale of the Conversion Shares and the Additional Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. In connection with the second Registration Statement referred event that the Company is not eligible to aboveregister the Registrable Securities on Form S-3 and instead registers the Registrable Securities on another form of registration statement pursuant to the 1933 Act, the Company may avail itself of Rule 429 under shall convert or replace such registration statement with a registration statement on Form S-3 promptly following confirmation that the 0000 XxxCompany becomes eligible to use Form S-3 to register the Registrable Securities.

Registration Statements. (i) (A) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "Closing Date") Effective Date but no later than thirty (30) days after the Closing Date (the "Initial “Filing Deadline") the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of the Shares and the Initial Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. Promptly following the Automatic Conversion Date, and in no event later than thirty (30) days after the Automatic Conversion Date (the "Second Filing Deadline"”), the Company shall prepare and file with the SEC another a Registration Statement covering the resale of all of the Registrable Securities that are not covered by the Existing Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 under the 1933 Act (“Rule 415”) or, if Rule 415 is not available for offers and sales of such Registrable Securities, by such other means of distribution of such Registrable Securities as the Investors may reasonably specify. Such Registration Statement shall be on Form S-3 (orexcept if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(a)(ii) and shall contain (except if otherwise required pursuant to written comments received from the SEC upon review of such Registration Statement) a “Plan of Distribution” substantially in the form attached hereto as Exhibit A (which may be modified to respond to comments, if any, provided by the SEC); provided, however, that no Investor shall be named as an Underwriter in any Registration Statement without the Investor’s prior written consent. In the event that the Company is not eligible to register the Registrable Securities on Form S-3 is not then available to and instead registers the Company, Registrable Securities on such another form of registration statement as is then available pursuant to effect the 1933 Act, the Company shall convert or replace such registration statement with a registration for resale of statement on Form S-3 promptly following confirmation that the Company becomes eligible to use Form S-3 to register the Registrable Securities, subject to the Required Investors' consent), covering, among other things, the resale of the Conversion Shares and the Additional Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. In connection with the second Registration Statement referred to above, the Company may avail itself of Rule 429 under the 0000 Xxx.

Registration Statements. (i) No later than the earlier of (Ai) Promptly following two (2) Business Days after the closing of the purchase Amendment Effective Date and sale of the securities contemplated by the Purchase Agreement (ii) December 15, 2008 (the "Closing Date") but no later than thirty (30) days after earlier of such dates, the Closing Date (the "Initial “Filing Deadline") ”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 S-1 (or, if Form S-3 S-1 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of the Shares and the Initial Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. Promptly following the Automatic Conversion Date, and in no event later than thirty (30) days after the Automatic Conversion Date (the "Second Filing Deadline"), the Company shall prepare and file with the SEC another Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering, among other things, covering the resale of the Registrable Securities in an amount at least equal to the Conversion Shares and the Additional Warrant Shares Shares. Subject to any SEC comments, such Registration Statement shall include the plan of distribution substantially in the form attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and any and all other securities issued the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or issuable similar transactions with respect to or in exchange for such the Registrable Securities. In connection Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Required Investors; provided, however, that the Registration Statement may include the Antidilution Shares. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the second Registration Statement referred SEC on or prior to abovethe Filing Deadline, the Company may avail itself will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.0% of Rule 429 under the 0000 Xxx.aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash. In addition, this Side Letter Agreement shall also serve to make the following changes to the Purchase Agreement dated June 25, 2008 by and between the Company and each Holder:

Registration Statements. Not later than the first to occur of (i) (A) Promptly the 30th day following the closing Second Closing and (ii) the 15th day following termination of the purchase and sale of obligations to complete the securities contemplated by Second Closing in accordance with the Purchase Agreement (the "Closing Date") but no later than thirty (30) days after the Closing Date (the "Initial Filing Deadline") the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of the Shares and the Initial Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. Promptly following the Automatic Conversion Date, and in no event later than thirty (30) days after the Automatic Conversion Date (the "Second Filing Deadline")Agreement, the Company shall prepare and file with the SEC another a Registration Statement on Form S-1 covering the resale of all Registrable Securities. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The “Selling Stockholders” and “Plan of Distribution” sections of the Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) and any risk factor contained in such document that addresses specifically this transaction or the Selling Stockholders, shall be provided in accordance with Section 3(c) to the Holders prior to its filing or other submission. Promptly following any date on which the Company becomes eligible to use a registration statement on Form S-3 to register Registrable Securities for resale, but in no event more than 20 days after such date, the Company shall file a Registration Statement on Form S-3 covering the Registrable Securities (or, if or a post-effective amendment on Form S-3 is not then available to the Companythen effective Registration Statement) and shall cause such Registration Statement to be declared effective as soon as possible thereafter, but in any event by the 90th day following the date on such form which the Company becomes eligible to utilize Form S-3 for the registration of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering, among other things, the resale of the Conversion Shares and the Additional Warrant Shares and any and all other its securities issued or issuable with respect to or in exchange for such Registrable Securities. In connection with the second Registration Statement referred to above, the Company may avail itself of Rule 429 under the 0000 Xxxby selling stockholders.

Registration Statements. (i) (A) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "Closing Date", within sixty (60) to seventy-five (75) days, but no later than thirty seventy-five (3075) days after the Closing Date (the "Initial “Filing Deadline") ”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to covering the Company, on such form resale of registration statement as is then available to effect a registration for resale all of the Registrable Securities. Subject to any SEC comments, subject such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in such Registration Statement without the Investor’s prior written consent, and if the SEC requests that the Investor be identified as a statutory underwriter in the Registration Statement, the Investor shall have an opportunity to withdraw its Registrable Securities from the Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Required Investors' consent), covering the resale of the Shares . Such Registration Statement (and the Initial Warrant Shares and any and all other securities issued each amendment or issuable with respect to or in exchange for such Registrable Securities. Promptly following the Automatic Conversion Datesupplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in no event later than thirty (30accordance with Section 3(c) days after to the Automatic Conversion Date (the "Second Filing Deadline")Investors prior to its filing or other submission. Further, the Company shall prepare and file with provide a draft of the SEC another Registration Statement on Form S-3 (or, if Form S-3 is not then available to the CompanyInvestor for review at least two (2) Business Days in advance of filing the Registration Statement; provided that, on for the avoidance of doubt, in no event shall the Company be required to delay or postpone the filing of such form Registration Statement as a result of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering, among other things, the resale of the Conversion Shares and the Additional Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. In connection with the second Registration Statement referred to above, the Company may avail itself of Rule 429 under the 0000 XxxInvestor’s review.

Registration Statements. (i) (A) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "Closing Date") but no later than On or prior to thirty (30) days after following the Closing Date (as defined in the "Initial Purchase Agreement) (the “Filing Deadline") ”), the Company shall prepare and file with the SEC one a Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for of the resale of the Registrable Securities) for the resale of the Registrable Securities pursuant to an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the Required Investors' consent)limitations of Form S-3 (or, covering if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration of the resale of the Shares and the Initial Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. Promptly following ), include the Automatic Conversion Date, aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Shelf Registration Statement) the “Plan of Distribution” in no event later than thirty (30substantially the form attached hereto as Annex A. To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) days after the Automatic Conversion Date (the "Second Filing Deadline")or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall prepare (i) promptly inform each of the Holders thereof and file amendments to the Shelf Registration Statement as required by the Commission or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such 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 shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced, in the case that the resale of some Shares and/or Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares and/or Warrant Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares and/or Warrant Shares held by such Holders. In the event the Company amends the Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its reasonable best efforts to file with the SEC, as promptly as allowed by the SEC another or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statement Statements on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for of the resale of the Registrable Securities, subject ) to the Required Investors' consent), covering, among other things, register the resale of those Registrable Securities that were not registered for resale on the Conversion Shelf Registration Statement (the “Cut Back Shares”), as amended, or the New Registration Statement (the “Remainder Registration Statement”). From and after such date as the Company is able to effect the registration of the resale of such Cut Back Shares and in accordance with any SEC Guidance applicable to such Cut Back Shares (the Additional Warrant Shares and any and “Restriction Termination Date”), all other securities issued or issuable of the provisions of this Section 2.1(a) (including the Company’s obligations with respect to the filing of a Registration Statement and its obligations to use reasonable best efforts to have such Registration Statement declared effective within the time periods set forth herein) shall again be applicable to such Cut Back Shares; provided, however, that (i) the Filing Deadline for such Cut Back Shares shall be fifteen (15) Business Days after such Restriction Termination Date, and (ii) the date by which the Company is required to obtain effectiveness with respect to such Cut Back Shares shall be the forty-fifth (45th) calendar day after the Restriction Termination Date (or the ninetieth (90th) calendar day if the Commission reviews and provides written comments on such Remainder Registration Statement) provided, however, that if the Company is notified by the SEC (either orally or in exchange for writing, whichever is earlier) that the Remainder Registration Statement will not be reviewed or is no longer subject to further review and comments, the effectiveness deadline as to such Registrable SecuritiesRemainder Registration Statement shall be the fifth (5th) Business Day following the date on which the Company is so notified if such date precedes the dates otherwise required above. In connection with the second no event shall any Participating Holder be identified as a statutory underwriter in any Registration Statement referred unless in response to abovea comment or request from the staff of the SEC; provided, however, that if the SEC requests that a Participating Holder be identified as a statutory underwriter in any Registration Statement, such Holder will have an opportunity, in its sole and absolute discretion, to either (i) withdraw from such Registration Statement upon its prompt written request to the Company may avail itself of Rule 429 under the 0000 Xxxor (ii) be included as such in such Registration Statement.

Registration Statements. (i) (A) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "Closing Date") Effective Date but no later than thirty forty-five (3045) days after the Closing Effective Date (the "Initial “Filing Deadline") the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of the Shares and the Initial Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. Promptly following the Automatic Conversion Date, and in no event later than thirty (30) days after the Automatic Conversion Date (the "Second Filing Deadline"”), the Company shall prepare and file with the SEC another a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 promulgated under the 1933 Act (“Rule 415”) or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Stockholders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 and shall contain (except if otherwise required pursuant to written comments received from the SEC upon review of such Registration Statement) a “Plan of Distribution” substantially in the form attached hereto as Exhibit B (which may be modified to respond to comments, if any, provided by the SEC); provided, however, that no Stockholder shall be named as an Underwriter in such Registration Statement without the Stockholder’s prior written consent. The Company shall use commercially reasonable efforts to convert or replace the Initial Registration Statement with a Registration Statement on Form S-3 (or, if promptly following confirmation that the Company becomes eligible to use Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of register the Registrable Securities, subject to the Required Investors' consent), covering, among other things, the resale of the Conversion Shares and the Additional Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. In connection with the second Registration Statement referred to above, the Company may avail itself of Rule 429 under the 0000 Xxx.

Registration Statements. (i) (A) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "Closing Date") Effective Date but no later than thirty sixty (3060) days after the Closing Effective Date (the "Initial “Filing Deadline") the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of the Shares and the Initial Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. Promptly following the Automatic Conversion Date, and in no event later than thirty (30) days after the Automatic Conversion Date (the "Second Filing Deadline"”), the Company shall prepare and file with the SEC another a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 promulgated under the 1933 Act (“Rule 415”) or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Stockholders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 and shall contain (except if otherwise required pursuant to written comments received from the SEC upon review of such Registration Statement) a “Plan of Distribution” substantially in the form attached hereto as Exhibit B (which may be modified to respond to comments, if any, provided by the SEC); provided, however, that no Stockholder shall be named as an Underwriter in such Registration Statement without the Stockholder’s prior written consent. The Company shall use commercially reasonable efforts to convert or replace the Initial Registration Statement with a Registration Statement on Form S-3 (or, if promptly following confirmation that the Company becomes eligible to use Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of register the Registrable Securities, subject to the Required Investors' consent), covering, among other things, the resale of the Conversion Shares and the Additional Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. In connection with the second Registration Statement referred to above, the Company may avail itself of Rule 429 under the 0000 Xxx.

Registration Statements. (i) (A) Promptly following the closing of the purchase and sale of the securities contemplated by Closing Date (as defined in the Purchase Agreement (the "Closing Date"Agreement) but in any case no later than thirty (30) days after from the Closing Date (the "Initial “Filing Deadline") ”), the Company shall use commercially reasonable efforts to prepare and file with the SEC one a Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for of the resale of the Registrable Securities), subject to the Required Investors' consentprovisions of Section 2.1(f), covering for the resale of the Shares and Registrable Securities pursuant to an offering to be made on a continuous basis pursuant to Rule 415 under the Initial Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. Promptly following the Automatic Conversion Date, and in no event later than thirty (30) days after the Automatic Conversion Date (the "Second Filing Deadline"), the Company shall prepare and file with the SEC another Registration Statement on Form S-3 (Securities Act or, if Form S-3 Rule 415 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the Required Investors' consentlimitations of Form S-3, include the aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” substantially in the form of Annex A (which may be modified to respond to comments, if any, provided by the SEC). To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall (i) promptly inform each of the Participating Holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration Statement as required by the SEC and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), coveringin either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, among on Form S-3 or such other thingsform available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to the filing of such amendment or New Registration Statement, the Company shall use its commercially reasonable efforts to advocate with the SEC for the registration of the resale of all of the Conversion Shares Registrable Securities in accordance with the SEC Guidance, including without limitation, the Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement, and subject to the Additional Warrant Shares and payment of any and all other securities issued or issuable with respect Liquidated Damages that may be required to or be paid pursuant to Section 2.1(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in exchange for such writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Registrable Securities held by such Holders, subject to a determination by the SEC that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. In connection with the second event the Company amends the Shelf Registration Statement referred to or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company may avail itself will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or SEC Guidance provided to the Company or to registrants of Rule 429 under securities in general, one or more Registration Statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the 0000 XxxShelf Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statement”). In no event shall any Participating Holder be identified as a statutory underwriter in the Registration Statement unless required by the staff of the SEC or another regulatory agency; provided, however, that if the SEC requires that a Participating Holder be identified as a statutory underwriter in the Registration Statement, such Holder will have an opportunity to withdraw from the Registration Statement.

Registration Statements. (i) (A) Promptly following the closing execution and delivery of the purchase and sale of the securities contemplated by the Purchase this Agreement (the "Closing Date") but no later than thirty (30) days after the Closing Date (the "Initial Filing Deadline") Business Days thereafter, the Company shall prepare and file with the SEC one a Registration Statement on Form S-3 S-1 (or, if Form S-3 S-1 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of the Shares and the Initial Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. Promptly following the Automatic Conversion Date, and in no event later than thirty (30) days after the Automatic Conversion Date (the "Second Filing Deadline"), the Company shall prepare and file with the SEC another Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering, among other things, covering the resale of the Conversion Registrable Securities in an amount at least equal to the Shares and the Additional Warrant Shares. Subject to any SEC comments, such Registration Statement shall include the Plan of Distribution substantially in the form attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock due to an increase in the number of Warrant Shares and resulting from changes in the Warrant Price pursuant to the terms of the Warrants. Such Registration Statement shall not include any and all shares of Common Stock or other securities issued or issuable with respect to or in exchange for such Registrable Securitiesthe account of any other holder without the prior written consent of the Required Investors. In connection with the second The Registration Statement referred (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to above, the Company may avail itself of Rule 429 under the 0000 XxxInvestors and their counsel prior to its filing or other submission.

Registration Statements. 6.1.1 At any time from and after the date that is one hundred and twenty (i120) (A) Promptly following days prior to the closing expiration of the purchase and sale Lock-up Period, Gilead may request registration of the securities contemplated by the Purchase Agreement (the "Closing Date") but no later than thirty (30) days after the Closing Date (the "Initial Filing Deadline") the Company shall prepare and file Registrable Securities with the SEC one Registration Statement Commission, which request will specify the number of Registrable Securities intended to be offered and sold and the intended method of disposition of such Registrable Securities. Such registration shall be on Form S-3 (or, the “Initial Registration Statement”) (except if Form S-3 the Company is not then available ineligible to the Company, on such form of registration statement as is then available to effect a registration register for resale of the Registrable SecuritiesSecurities on Form S-3, subject to the Required Investors' consent), covering the resale of the Shares in which case such registration shall be on another appropriate form) and the Company shall file the Initial Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. Promptly following the Automatic Conversion DateRegistration Statement as soon as reasonably practicable, and but in no event later than thirty (30) days following receipt of such request. The Company shall effect the registration, qualifications and compliances (including, without limitation, the execution of any required undertaking to file post-effective amendments, appropriate qualifications or exemptions under applicable blue sky or other state securities laws and appropriate compliance with applicable securities laws, requirements or regulations) as promptly as practicable after the Automatic Conversion Date filing thereof, but in any event prior to the date which is seventy-five (75) days in the "Second Filing Deadline"event of no review by the Commission, or one hundred and twenty (120) days in the event of a review by the Commission, after receipt of such registration request. In the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Commission Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (a) inform each Holder thereof, (b) use its reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (c) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or, if the Company is ineligible to register for resale the Registrable Securities on Form S-3, such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall prepare and file be obligated to use its reasonable efforts to advocate with the SEC another Registration Statement on Form S-3 (or, if Form S-3 is not then available to Commission for the Company, on such form registration of registration statement as is then available to effect a registration for resale all of the Registrable Securities, subject to the Required Investors' consent), covering, among other things, the resale of the Conversion Shares and the Additional Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. In connection with the second event the Company amends the Initial Registration Statement referred to or files a New Registration Statement, as the case may be, under clauses (b) or (c) above, the Company may avail itself of Rule 429 under will use its reasonable efforts to file with the 0000 XxxCommission, 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 the New Registration Statement (the “Remainder Registration Statements”).

Registration Statements. (i) (A) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "Closing Date") Effective Date but no later than thirty (30) days after the Closing Effective Date (the "Initial “Filing Deadline") the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of the Shares and the Initial Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. Promptly following the Automatic Conversion Date, and in no event later than thirty (30) days after the Automatic Conversion Date (the "Second Filing Deadline"”), the Company shall prepare and file with the SEC another a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on Form S-3 a continuous basis pursuant to Rule 415 under the 1933 Act (“Rule 415”) or, if Form S-3 Rule 415 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Investors may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering) subject to the Required Investors' provisions of Section 2(a)(ii) and shall contain (except if otherwise required pursuant to written comments received from the SEC upon review of such Registration Statement) a “Plan of Distribution” substantially in the form attached hereto as Exhibit A (which may be modified to respond to comments, if any, provided by the SEC); provided, however, that no Investor shall be named as an “underwriter” in such Registration Statement without the Investor’s prior written consent), covering, among other things, the resale of the Conversion Shares and the Additional Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. In connection with the second Registration Statement referred event that the Company is not eligible to aboveregister the Registrable Securities on Form S-3 and instead registers the Registrable Securities on another form of registration statement pursuant to the 1933 Act, the Company may avail itself of Rule 429 under shall convert or replace such registration statement with a registration statement on Form S-3 promptly following confirmation that the 0000 XxxCompany becomes eligible to use Form S-3 to register the Registrable Securities.

Registration Statements. (i) (A) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "“Closing Date"”) but no later than thirty ninety (3090) days after the Closing Date (the "Initial “Filing Deadline") ”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of the Shares Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that the Investor shall not be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the Initial Warrant Shares and any and all other securities issued rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or issuable similar transactions with respect to or in exchange for such the Registrable Securities. Promptly following Other than up to _________________ shares of Common Stock that are being sold by the Automatic Conversion DateCompany to certain other investors pursuant to purchase agreements entered into on or about the date hereof which may be included in the Registration Statement, such Registration Statement shall not include any other shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Investor. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in no event later than thirty (30accordance with Section 3(c) days after the Automatic Conversion Date (the "Second Filing Deadline"), the Company shall prepare and file with the SEC another Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available Investor and its counsel prior to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering, among its filing or other things, the resale of the Conversion Shares and the Additional Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. In connection with the second Registration Statement referred to above, the Company may avail itself of Rule 429 under the 0000 Xxxsubmission.

Registration Statements. (i) (A) Promptly At any time and from time to time following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "Closing Date") but no later than thirty (30) days after the Initial Closing Date any Investor may make up to three (the "Initial Filing Deadline"3) demands for the Company shall prepare and file with to register under the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale 1933 Act all of the Registrable Securities, subject Securities not already covered by an existing and effective Registration Statement by delivering to the Required Investors' consentCompany a written notice of each such demand (each, a “Demand Notice”), covering the resale of the Shares and the Initial Warrant Shares and any and all other securities issued . On or issuable with respect prior to or in exchange for such Registrable Securities. Promptly following the Automatic Conversion Date, and in no event later than thirty (30) days after the Automatic Conversion Date (the "Second each Filing Deadline"), the Company shall prepare and file with the SEC another a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, a “Demand Registration Statement”). The Demand Registration Statement shall be on Form S-3 (or, except if Form S-3 is not then available to the Company, on such form of registration statement as Company is then available ineligible to effect a registration register for resale of the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale of the Registrable Securities as a secondary offering) subject to the provisions of Section 2(e) and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this Section 2, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (1) inform each of the holders thereof and use its commercially reasonable efforts to file amendments to the Demand Registration Statement as required by the SEC and/or (2) withdraw the Demand Registration Statement and file a new registration statement (a “New Demand Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Demand Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of Liquidated Damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by the Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) (applied, in the case that some Registrable Securities may be registered, to the Holders on a pro rata basis based on the total number of unregistered Registrable Securities held by such Holders) and second, by the Registrable Securities represented by the Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Required Investors' consentSEC that certain Holders must be reduced first based on the number of Shares held by such Holders), covering, among other things, the resale of the Conversion Shares and the Additional Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. In connection with the second event the Company amends the Demand Registration Statement referred to or files a New Demand Registration Statement, as the case may be, under clauses (1) or (2) above, the Company may avail itself will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of Rule 429 under securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the 0000 XxxDemand Registration Statement, as amended, or the New Demand Registration Statement (the “Remainder Demand Registration Statements”).