Common use of Rule 415 Clause in Contracts

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder to be named as an “underwriter”, the Company shall use its commercially reasonable efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders is an “underwriter”. The Shareholders 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 Shareholders’ counsel reasonably objects. 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 (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder as an “underwriter” in such Registration Statement without the prior written consent of such Shareholder. Any cut-back imposed on the Shareholders pursuant to this Section 2(d) shall be allocated among the Shareholders on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Shareholders otherwise agree.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Securities Act or requires any Shareholder Purchaser to be named as an “underwriter”, the Company shall use its commercially reasonable efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide secondary offering and not an offering “by or on behalf of the issuer,” as defined in Rule 415 and that none of the Shareholders is an “underwriter”. The Shareholders 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 Shareholders’ counsel reasonably objects. 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 (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Purchaser as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderPurchaser. Any cut-back imposed on No liquidated damages shall accrue as to any Cut Back Shares until such date as the Shareholders pursuant Company is able to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date applicable to any Cut Back Shares, all of the provisions of this Section 2(d2 (including the liquidated damages provisions) shall again be applicable to such Cut Back Shares; provided, however, that (i) the Filing Deadline for the Registration Statement including such Cut Back Shares shall be forty-five (45) 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 under Section 2(c) shall be allocated among the Shareholders on a pro rata basis, unless 90th day immediately after the SEC Restrictions otherwise require or provide or filing date of the Shareholders otherwise agreeRegistration Statement filed with respect to such Cut Back Shares.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position (unless in the reasonable opinion of the Company or its counsel, such participation will be to the detriment to the Company in that it may cause undue delays in the registration process or for other reasons) 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 ShareholdersInvestors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Shareholders Investors 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 Cut Back Shares; provided, however, that (i) the Filing Deadline and/or the Qualification Deadline, as applicable, for the Registration Statement including such Cut Back Shares shall be ten (10) 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 under Section 2(c) shall be the 90th day immediately after the Restriction Termination Date.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement (alone or together with previously or subsequently registered shares of Common Stock) is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position (unless in the reasonable opinion of the Company or its counsel, such participation will be to the detriment to the Company in that it may cause undue delays in the registration process or for other reasons) 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 ShareholdersInvestors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors (and the holders of any previously or subsequently registered shares of Common Stock whose shares are subject to the Rule 415 position taken by the SEC) on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Shareholders Investors 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 Cut Back Shares; provided, however, that (i) the Filing Deadline and/or the Qualification Deadline, as applicable, for the Registration Statement including such Cut Back Shares shall be ten (10) 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 under Section 2(c) shall be the 90th day immediately after the Restriction Termination Date.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Securities Act or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors 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 ShareholdersInvestors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) ); and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basisbasis and shall be applied first to any Warrant Shares, unless the SEC Restrictions otherwise require or provide or the Shareholders Required Holders 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 Cut Back Shares; provided, however, that the Filing Deadline for the Registration Statement including such Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Holder to be named as an “underwriter”, the Company shall use its commercially reasonable commercial best efforts to persuade the SEC that the offering contemplated by the a Registration Statement is a bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Holders is an “underwriter”. The Shareholders 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 Shareholders’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable commercial best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder as an “underwriter” in such Registration Statement without the prior written consent of such Shareholder. Any cut-back imposed on the Shareholders pursuant to this Section 2(d) shall be allocated among the Shareholders Holders on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Shareholders Holders otherwise agree. Any cut-back imposed pursuant to a SEC comment shall be applied, first, to securities of the Company that are registered pursuant to an agreement subsequent to the date of this Agreement and, second, to the Registrable Securities on a pro rata basis taken together. 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 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 by which the Company is required to obtain effectiveness with respect to such Cut Back Shares under Section 2(c) shall be the 60th day immediately after the Restriction Termination Date.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors 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 ShareholdersInvestors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basisbasis and shall be applied first to any Warrant Shares, unless the SEC Restrictions otherwise require or provide or the Shareholders Investors 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 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 by which the Company is required to obtain effectiveness with respect to such Cut Back Shares under Section 2(c) shall be the 90th day immediately after the Restriction Termination Date. For the avoidance of doubt, for purposes of this Section 2(d), the term “commercially reasonable best efforts” shall not require the Company to institute or maintain any action, suit or proceeding against the SEC or any member of the Staff of the SEC.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement (alone or together with previously or subsequently registered shares of Common Stock) is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position (unless in the reasonable opinion of the Company or its counsel, such participation will be to the detriment to the Company in that it may cause undue delays in the registration process or for other reasons) 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 ShareholdersInvestors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors (and the holders of any previously or subsequently registered shares of Common Stock whose shares are subject to the Rule 415 position taken by the SEC) on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Shareholders Investors 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 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 by which the Company is required to obtain effectiveness with respect to such Cut Back Shares under Section 2(c) shall be the 90th day immediately after the Restriction Termination Date.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Securities Act or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors 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 ShareholdersInvestors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. If the SEC refuses to alter its position despite the removal of the Cut Back Shares from the Registration Statement and an Investor does not consent to being named as an “underwriter” in the Registration Statement, then such Investor (a “Non-Electing Investor”) shall be deemed to have elected to have its Registrable Shares (the “Non-Electing Registrable Shares”) withheld from the Registration Statement and no liquidated damages shall accrue as to any such Registrable Shares of such Investor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basisbasis and shall be applied first to any Warrant Shares, unless the SEC Restrictions otherwise require or provide or the Shareholders Investors 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 Cut Back Shares; provided, however, that (i) the Filing Deadline for the Registration Statement including such Cut Back Shares shall be twenty (20) 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 under Section 2(c) shall be the 120th day immediately after the Restriction Termination Date.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Purchaser to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Purchasers is an “underwriter”. The Shareholders 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 ShareholdersPurchasers’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Purchaser as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderPurchaser. Any cut-back imposed on the Shareholders Purchasers pursuant to this Section 2(d) shall be allocated among the Shareholders Purchasers on a pro rata basisbasis and shall be applied first to any Warrant Shares, unless the SEC Restrictions otherwise require or provide or the Shareholders 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 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 by which the Company is required to obtain effectiveness with respect to such Cut Back Shares under Section 2(c) shall be the 60th day immediately after the Restriction Termination Date.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors 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 ShareholdersInvestors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basis, unless the SEC Restrictions otherwise require or provide or provide. No liquidated damages shall accrue as to any Cut Back Shares until such date as the Shareholders otherwise agreeCompany is able to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 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 by which the Company is required to obtain effectiveness with respect to such Cut Back Shares under Section 2(c) shall be tolled for a period equal to the number of days elapsed from the date the Registration Statement initially including such Cut Back Shares was first filed with the SEC and the Restriction Termination Date applicable to such Cut Back Shares.

Rule 415. Cutback If at any time (a) Notwithstanding anything to the contrary contained in this Agreement, if the staff of the SEC takes (the position that “Staff”) or the SEC seeks to characterize any offering of some or all of the Registrable Securities in pursuant to a Registration Statement is not eligible filed pursuant to be made on this Agreement as constituting a delayed or continuous basis under the provisions primary offering of Rule 415 under the 1933 Act or requires any Shareholder to be named as an “underwriter”, the Company shall use its commercially reasonable efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide secondary offering and not an offering “securities by or on behalf of the issuer” as defined Company, or in any other manner, such that the Staff or the SEC does not permit such Registration Statement to become effective and used for resales in a continuous at the market offering pursuant to Rule 415 under the Securities Act by the Purchaser (or as otherwise may be acceptable to the Purchaser) without being named therein as “underwriters” (a “Resale Registration Statement”), and that none of the Shareholders is an “underwriter”. The Shareholders Company has used its reasonable efforts to contest such determination, then the Company shall have the right to participate reduce the number of Registrable Securities to be included in such Registration Statement by the Purchaser, to the extent that the Staff or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and shall permit such Registration Statement 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 Shareholders’ counsel reasonably objectsbecome effective as a Resale Registration Statement. 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 positionmaking such reduction, the Company shall reduce the number of Registrable Securities to be included by all holders on a pro rata basis (i) remove from based upon the number of Registrable Securities otherwise required to be included for each holder), unless the inclusion of Registrable Securities by a particular holder or a particular type of holders is the cause of the refusal by the Staff or the SEC to allow such Registration Statement such portion of to become effective as a Resale Registration Statement, in which event the Registrable Securities held by such holder or type of holders shall be the only Registrable Securities subject to reduction (the “Cut Back Shares”) and/or (ii) agree and if by a set of holders on a pro rata basis with respect to such restrictions and limitations holders or on such other basis as would result in the registration and resale exclusion of the Registrable Securities as least number of shares by all such holders). In addition, if the Staff or the SEC may require the Purchaser to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder be identified as an “underwriter” in order to permit such Registration Statement without to become effective, and the prior written Purchaser does not consent of to being so named as an underwriter in such Shareholder. Any cut-back imposed on Registration Statement, then, in each such case, the Shareholders pursuant to this Section 2(d) Company shall be allocated among entitled to reduce the Shareholders total number of Registrable Securities to be registered on a pro rata basisbehalf of the Purchaser, unless until such time as the Staff or the SEC Restrictions otherwise does not require or provide or the Shareholders otherwise agreesuch identification.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors 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 ShareholdersInvestors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basisbasis and shall be applied first to any Warrant Shares, unless the SEC Restrictions otherwise require or provide or the Shareholders Investors 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 Cut Back Shares; provided, however, that (i) the date by which the Company is required to file the Registration Statement including such Cut Back Shares (including any Qualification Deadline) shall be ten (10) 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 under Section 2(c) shall be the 90th day immediately after the Restriction Termination Date.

Rule 415. Cutback If at any time Notwithstanding anything to the contrary contained in this Article IV, in the event the staff of the SEC takes (the position “Staff”) or the SEC seeks to characterize any offering pursuant to a Shelf Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Company, or in any other manner, such that the Staff or the SEC do not permit such Shelf 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 of some or all of the Registrable Securities in a Registration Statement is not eligible participating therein (or as otherwise may be acceptable to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder to be each Investor) 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 of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction, the Company shall use its commercially reasonable efforts reduce the number of shares to persuade be included by all holders of Registrable Securities participating therein on a pro rata basis (based upon the SEC that number of Registrable Securities otherwise required to be included for each such holder) unless the offering contemplated inclusion of shares by a particular holder or a particular set of holders are resulting in the Registration Statement is a bona fide secondary offering and not an offering Staff or the SEC’s “by or on behalf of the issuerCompany” 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 defined would result in Rule 415 and that none the exclusion of the Shareholders is an “underwriter”least number of shares by all such holders). The Shareholders shall have In addition, in the right to participate event that the Staff or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and requires any holder of Registrable Securities seeking 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 Shareholders’ counsel reasonably objects. 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 (i) remove from the sell securities under a Shelf Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree filed pursuant to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require this Agreement to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder be specifically identified as an “underwriter” in order to permit such Shelf Registration Statement without to become effective, and such holder does not consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the prior written consent Company shall reduce the total number of Registrable Securities to be registered on behalf of such Shareholderholder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereof. Any cut-back imposed on reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by the Shareholders holders to be included. In the event of any reduction in Registrable Securities pursuant to this Section 2(d4.8, an affected holder thereof shall have the right to require, upon delivery of a written request to the Company signed by such holder, the Company to file a registration statement within thirty (30) shall be allocated among days of such request (subject to any restrictions imposed by Rule 415 or required by the Shareholders on a pro rata basis, unless the SEC Restrictions otherwise require or provide Staff or the Shareholders SEC) 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 same manner as otherwise agreecontemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by such holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such holder or (ii) such holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included in a Registration 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).

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Resale Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Securities Act or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable efforts to persuade the SEC that the offering contemplated by the Resale Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors shall have the right to participate or to 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 ShareholdersInvestors’ counsel reasonably objects. 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 (i) remove from the Resale Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Resale Registration Statement without the prior written consent of such ShareholderInvestor; provided, further, that the Company shall not be obligated to register the Registrable Securities of any Investor that does not provide such consent if the SEC requires such Investor to be named as an “underwriter” and after the Company’s best efforts to comply with the terms of Section 2(d) (including (i) and (ii) above) hereof the SEC refuses to alter its position, and the Investor’s refusal to consent prevents the Company from having the Resale Registration Statement declared effective by the applicable deadline, and, in such event, the Liquidated Damages Amount shall not accrue with respect to Registrable Securities held by an Investor that does not consent to be so named. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basis, unless the SEC Restrictions otherwise require or provide or provide. No liquidated damages shall accrue as to any Cut Back Shares until such date as the Shareholders otherwise agreeCompany is able to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date” of such Cut Back Shares). For the avoidance of doubt, all of the provisions of this Section 2 (including the liquidated damages provisions) shall be applicable to such Cut Back Shares; provided, however, that (i) the Filing Deadline for the Resale Registration Statement including such Cut Back Shares shall be ten (10) Business Days after the Restriction Termination Date, and (ii) the date by which the Company is required to obtain effectiveness with respect to such Cut Back Shares under Section 2(c) shall be tolled for a period equal to the number of days elapsed from the date the Resale Registration Statement initially including such Cut Back Shares was first filed with the SEC and the Restriction Termination Date applicable to such Cut Back Shares.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement (alone or together with previously or subsequently registered shares of Common Stock) is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position (unless in the reasonable opinion of the Company or its counsel, such participation will be to the detriment to the Company in that it may cause undue delays in the registration process or for other reasons) 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 ShareholdersInvestors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) first remove any securities registered for the account of any selling shareholders other than the holders of Registrable Securities, (ii) second remove any securities being registered for sale by the Company, and (iii) third remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors (and the holders of any previously or subsequently registered shares of Common Stock whose shares are subject to the Rule 415 position taken by the SEC) on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Shareholders Investors otherwise agree. No liquidated damages shall accrue as to any Cut Back Shares until such date as the Company is able to commence the registration of such Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 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 by which the Company is required to obtain effectiveness with respect to such Cut Back Shares under Section 2(c) shall be the 90th day immediately after the Restriction Termination Date.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors 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 Shareholders’ counsel Investor Counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Shareholders Investors otherwise agree. No liquidated damages shall accrue on or as to any Cut Back Shares until the earlier of (i) the six-month anniversary of the Closing Date or (ii) such time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions (the earlier of such dates, the “Restriction Termination Date”). From and after the Restriction Termination Date, all of the provisions of this Section 2 (including the liquidated damages provisions) shall again be applicable to the Cut Back Shares.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Purchaser to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Purchasers is an “underwriter”. The Shareholders 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 ShareholdersPurchasers’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Exhibit 10.2 Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Purchaser as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderPurchaser. Any cut-back imposed on the Shareholders Purchasers pursuant to this Section 2(d) shall be allocated among the Shareholders Purchasers on a pro rata basisbasis and shall be applied first to any Warrant Shares, unless the SEC Restrictions otherwise require or provide or the Shareholders 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 Cut Back Shares; provided, however, that (i) the Filing Deadline and/or the Qualification Deadline, as applicable, for the Registration Statement including such Cut Back Shares shall be ten (10) 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 under Section 2(c) shall be the 90th day immediately after the Restriction Termination Date (the 120th day if the SEC reviews the Registration Statement).

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” issuer as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors shall have the right to participate or have their counsel the Legal Counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel Legal 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 Shareholders’ counsel Legal Counsel reasonably objects. 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 (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” underwriter in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Shareholders Investors 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 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 by which the Company is required to obtain effectiveness with respect to such Cut Back Shares under Section 2(c) shall be the 90th day after the Restriction Termination Date.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors 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 ShareholdersInvestors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor (and that the Company shall not be required to do so even if such Investor consents to be named as an underwriter). Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Shareholders Investors 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 (such date, the “Restriction Termination Date” of such Cut Back Shares), subject to the following sentence. From and after 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 Cut Back Shares; provided, however, that (i) the Filing Deadline and the Additional Shares Filing Deadline, as applicable, for the Registration Statement including such Cut Back Shares shall be ten (10) 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 under Section 2(c) shall be the ninetieth (90th) day immediately after the Restriction Termination Date.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors 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 ShareholdersInvestors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basisbasis and shall be applied first to any Warrant Shares, unless the SEC Restrictions otherwise require or provide or the Shareholders Investors 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 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 by which the Company is required to obtain effectiveness with respect to such Cut Back Shares under Section 2(c) shall be the 90th day immediately after the Restriction Termination Date.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors 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 ShareholdersInvestors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basis, basis unless the SEC Restrictions otherwise require or provide or the Shareholders Investors 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 Cut Back Shares; provided, however, that (i) the Filing Deadline and the Qualification Deadline for the Registration Statement including such Cut Back Shares shall be 30 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 under Section 2(c) shall be the 90th day immediately after the Restriction Termination Date.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors 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 ShareholdersInvestors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Shareholders Investors 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 Cut Back Shares; provided, however, that (i) the Filing Deadline and/or the Qualification Deadline, as applicable, for the Registration Statement including such Cut Back Shares shall be ten (10) 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 under Section 2(c) shall be the 90th day immediately after the Restriction Termination Date .

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or Act, requires any Shareholder Investor to be named as an “underwriter”” or otherwise requires the Company to limit the number of shares eligible to be registered on the Registration Statement, the Company shall use its commercially reasonable best efforts to persuade the SEC that that, as applicable, the offering contemplated by the a Registration Statement is a bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and 415, that none of the Shareholders Investors is an “underwriter”” and/or that the number of shares the Company is eligible to register on the Registration Statement should not be so limited. The Shareholders Investors 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 ShareholdersInvestors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basisbasis and shall be applied first to any Warrant Shares, unless the SEC Restrictions otherwise require or provide or the Shareholders Investors 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 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 by which the Company is required to obtain effectiveness with respect to such Cut Back Shares under Section 2(c) shall be the 60th day immediately after the Restriction Termination Date.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the a Registration Statement is a bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors 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 ShareholdersInvestors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basis, basis unless the SEC Restrictions otherwise require or provide or the Shareholders Investors otherwise agree. No damages, including liquidated damages pursuant to this Section 2 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 Cut Back Shares; provided, however, that (i) the Filing Deadline and the Qualification 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 by which the Company is required to obtain effectiveness with respect to such Cut Back Shares under Section 2(c) shall be the 60th day immediately after the Restriction Termination Date.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors 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 ShareholdersInvestors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basisbasis and shall be applied first to any Warrant Shares, unless the SEC Restrictions otherwise require or provide or the Shareholders Investors 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 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 by which the Company is required to obtain effectiveness with respect to such Cut Back Shares under Section 2(c) shall be the 60th day immediately after the Restriction Termination Date.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors 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 ShareholdersInvestors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basisbasis and shall be applied first to any Warrant Shares, unless the SEC Restrictions otherwise require or provide or the Shareholders Investors otherwise agree.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor or Other Holder to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the a Registration Statement is a bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors shall have the right right, at their own expense to the extent that the expense reimbursement provision in Section 2(b) is exceeded, 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 ShareholdersInvestors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Other Registrable Securities and the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities and the Other Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on by the Shareholders pursuant SEC Restrictions shall be applied as follows: first, to this Section 2(d) the Other Shares, second, to the Other Investor Shares, and third, to the Registrable Securities. Any such cut-back shall be allocated among the Shareholders holders of the securities subject to such cut-back on a pro rata basisbasis based on the number of Other Shares, Other Investor Shares or Registrable Securities, as applicable, held by them unless the SEC Restrictions otherwise require or provide or the Shareholders such holders 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 Cut Back Shares; provided, however, that (i) the Filing Deadline and the Qualification Deadline, as applicable, for the Registration Statement including such Cut Back Shares shall be ten (10) 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 under Section 2(c) shall be the 60th day immediately after the Restriction Termination Date.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors 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 ShareholdersInvestors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basisbasis and shall be applied first to any Warrant Shares, unless the SEC Restrictions otherwise require or provide or the Shareholders Investors 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 Cut Back Shares; provided, however, that (i) the Filing Deadline and the Qualification 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 by which the Company is required to obtain effectiveness with respect to such Cut Back Shares under Section 2(c) shall be the 90th day immediately after the Restriction Termination Date.

Rule 415. Cutback If at any time Notwithstanding anything to the SEC takes contrary set forth in this Section 2, in the position that event the offering of some or Commission does not permit the Company to register all of the Registrable Securities in a the Registration Statement because of the Commission’s application of Rule 415, the Company shall register in the Registration Statement such number of Registrable Securities as is not eligible permitted by the Commission, provided, however, that the number of Registrable Securities to be made included in such Registration Statement or any subsequent registration statement shall be determined in the following order: (i) first, the shares of Common Stock issued pursuant to the Securities Purchase Agreement shall be registered on a delayed or continuous pro rata basis under among the provisions holders of Rule 415 under the 1933 Act or requires Common Stock, (ii) second, the shares of Common Stock issuable upon exercise of the Warrants shall be registered on a pro rata basis among the holders of the Warrants and (iii) third, any Shareholder other securities listed on Schedule 10(b) attached hereto. In the event the Commission does not permit the Company to be named as an “underwriter”register all of the Registrable Securities in the initial Registration Statement, the Company shall use its commercially reasonable efforts to persuade file subsequent Registration Statements to register the SEC Registrable Securities that were not registered in the offering contemplated initial Registration Statement as promptly as possible and in a manner permitted by the Registration Statement is a bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders is an “underwriter”Commission. The Shareholders 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 Shareholders’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms For purposes of this Section 2(d), the SEC refuses “Filing Deadline” means with respect to alter its positioneach subsequent Registration Statement filed pursuant hereto, the Company shall later of (i) remove from sixty (60) days following the Registration Statement such portion sale of substantially all of the Registrable Securities (included in the “Cut Back Shares”) and/or initial Registration Statement or any subsequent Registration Statement and (ii) agree to such restrictions and limitations on six (6) months following the registration and resale effective date of the Registrable Securities initial Registration Statement or any subsequent Registration Statement, as applicable, or such earlier date as permitted by the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”)Commission; provided, howeverthat, that if the Company Filing Deadline falls on a Saturday, Sunday or any other day which shall not agree be a legal holiday or a day on which the Commission is authorized or required by law or other government actions to name any Shareholder as an close, the Filing Deadline shall be the following Trading Day. For purposes of this Section 2(b), “underwriterEffectiveness Deadline” in means with respect to each subsequent Registration Statement filed pursuant hereto, the earlier of (A) the one hundred twentieth (120th) day following the filing date of such Registration Statement without or (B) in the prior written consent of event the Company is notified by the Commission that such Shareholder. Any cut-back imposed on Registration Statement will not be reviewed or is no longer subject to further review and comments, the Shareholders pursuant Effectiveness Deadline as to this Section 2(d) such Registration Statement shall be allocated among the Shareholders fifth Trading Day following the date on which the Company is so notified; provided, that, if the Effectiveness Deadline falls on a pro rata basisSaturday, unless Sunday or any other day which shall be a legal holiday or a day on which the SEC Restrictions otherwise require Commission is authorized or provide required by law or other government actions to close, the Shareholders otherwise agreeEffectiveness Deadline shall be the following Trading Day.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors 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 ShareholdersInvestors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basisbasis and shall be applied first to any Warrant Shares, unless the SEC Restrictions otherwise require or provide or the Shareholders Investors 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 Cut Back Shares; provided, however, that (i) the Filing Deadline and the Qualification Deadline, as applicable, for the Registration Statement including such Cut Back Shares shall be ten (10) 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 under Section 2(c) shall be the 90th day immediately after the Restriction Termination Date.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Purchaser to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Purchasers is an “underwriter”. The Shareholders 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 ShareholdersPurchasers’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Purchaser as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderPurchaser. Any cut-back imposed on the Shareholders Purchasers pursuant to this Section 2(d) shall be allocated allocated, first, among all securities that are not Registrable Securities (to the extent previously permitted by the Required Purchasers), and second, among the Shareholders Purchasers on a pro rata basisbasis and shall be applied first to any Warrant Shares, unless the SEC Restrictions otherwise require or provide or the Shareholders Purchasers otherwise agree. No liquidated damages shall accrue as to any Cut Back Shares until such date as the Company is permitted to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 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 by which the Company is required to obtain effectiveness with respect to such Cut Back Shares under Section 2(c) shall be the 120th day immediately after the Restriction Termination Date.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor to be named as an “underwriter”, ,” the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. .” The Shareholders Investors 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 ShareholdersInvestors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder as an “underwriter” in such Registration Statement without the prior written consent of such Shareholder. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basisbasis and shall be applied first to any Warrant Shares covered by such Registration Statement, unless the SEC Restrictions otherwise require or provide or the Shareholders Investors otherwise agree. Such required cut-back would not be considered a breach of this Agreement unless continuing past the 60th day (or the 90th day if the SEC reviews the registration statement) after such date as the Company is permitted to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date” of such Cut Back Shares), provided that liquidating damages would accrue as a result as provided in Section 2(c)(i).

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder the Investor to be named as an “underwriter”, the Company shall use its commercially reasonable efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investor is not an “underwriter”. The Shareholders Investor shall have the right to participate or have their its counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their its counsel comment on any written submission made to the SEC with respect thereto, in each case promptly after being informed by the Company of such meetings or discussions. No The costs of Investor's counsel with respect to such written submission participation shall be made to borne solely by the SEC to which Investor and the Shareholders’ counsel reasonably objectsCompany shall have no liability or obligation in respect thereof. In making any written submission, the Company shall take account of all reasonable comments provided by the Investor 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 (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) use its commercially reasonable efforts to 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder the Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investor pursuant to this Section 2(d) shall be allocated among the Shareholders on a pro rata basisapplied first to any Warrant Shares, unless the SEC Restrictions otherwise require or provide or the Shareholders Investor otherwise agreeagrees. No liquidated damages shall accrue as to any Cut Back Shares until such date as the Company is notified in writing by the SEC that it is able to effect the registration of such Cut Back Shares at such time in accordance with any SEC Restrictions (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 Cut Back Shares; provided, however, that (i) the Filing Deadline for the Registration Statement including such Cut Back Shares shall be twenty (20) 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 under Section 2(c) shall be the 90th day immediately after the Restriction Termination Date.

Rule 415. Cutback Cutback. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor to be named as an “"underwriter”", if the Company believes, in its discretion and upon the advice of counsel, that the Registrable Securities are eligible for registration under Rule 415 or that the Investor is not an "underwriter" for the purposes of the 1933 Act and the registration, the Company shall use its commercially reasonable efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in issuer for the purposes of Rule 415 and that none of the Shareholders Investor is not an “"underwriter”. ." The Shareholders Investor shall provide to the Company in writing all information requested by the Company to support the Investor's contention that it is not an "underwriter." The Investor shall have the right to participate or have their its counsel participate in any meetings or discussions with the SEC regarding the SEC’s 's position and to comment or have their its counsel comment on any written submission made to the SEC with respect thereto. No such written submission regarding the foregoing specifying the Investor shall be made to the SEC to which the Shareholders’ Investor's counsel reasonably objects. In no event shall Company agree to name the Investor as an "underwriter" in such Registration Statement without the prior written consent of the Investor. In the event that, despite the Company’s 's commercially reasonable efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such the portion of the Registrable Securities required by the SEC as a condition to the use of Rule 415, with the first Registrable Securities to be removed being the Warrant Shares (the “"Cut Back Shares”") and/or (ii) except for naming Investor as an underwriter, agree to such restrictions and limitations on the registration and resale of the Registrable Securities Securities, in each case as the SEC may require request as a condition to assure the Company’s compliance with declaration of the requirements effectiveness of Rule 415 (collectivelythe Registration Statement. If one of the conditions to the declaration of the Registration Statement's effectiveness is naming the Investor as an underwriter, the “Company shall, at the request of the Investor, withdraw the Registration Statement. Following any such withdrawal, the Company shall, within thirty (30) days after up to two (2) requests by Investor, refile the Registration Statement. In connection with any such refiling, the Company shall, at the request of the Investor, withdraw the Registration Statement if the SEC Restrictions”); provided, howeveragain requests as a condition to the declaration of the effectiveness of the Registration Statement, that the Company shall not agree to name any Shareholder Investor be named as an “underwriter” in such Registration Statement without the prior written consent of such Shareholder. Any cut-back imposed on the Shareholders pursuant to this Section 2(d) shall be allocated among the Shareholders on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Shareholders otherwise agree.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors 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 ShareholdersInvestors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Shareholders Investors 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 Cut Back Shares; provided, however, that (i) the Filing Deadline and/or the Qualification Deadline, as applicable, for the Registration Statement including such Cut Back Shares shall be ten (10) 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 under Section 2(c) shall be the 90th day immediately after the Restriction Termination Date.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors 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 ShareholdersInvestors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basisbasis and shall be applied first to any Warrant Shares, unless the SEC Restrictions otherwise require or provide or the Shareholders Investors 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 Cut Back Shares; provided, however, that (i) the Filing Deadline and the Qualification 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 by which the Company is required to obtain effectiveness with respect to such Cut Back Shares under Section 2(c) shall be the 90th day immediately after the Restriction Termination Date.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor (other than the Placement Agent or any Affiliate or transferee of the Placement Agent) to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors (other than the Placement Agent or any Affiliate or transferee of the Placement Agent) is an “underwriter”. .” The Shareholders Investors 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 ShareholdersInvestors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor (other than the Placement Agent or any Affiliate or transferee of the Placement Agent) as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basisbasis and shall be applied first to any Agent Warrant Shares held by the Placement Agent or any Affiliate or transferee of the Placement Agent and second to any Warrant Shares held by the remaining Investors, unless the SEC Restrictions otherwise require or provide or the Shareholders Investors 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 Cut Back Shares; provided, however, that (i) the Filing Deadline, the Additional Shares Filing Deadline and/or the Qualification Deadline, as applicable, for the Registration Statement including such Cut Back Shares shall be ten (10) 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 under Section 2(c) shall be the 120th day immediately after the Restriction Termination Date.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor to be named as an “"underwriter”", the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “"by or on behalf of the issuer” " as defined in Rule 415 and that none of the Shareholders Investors is an “"underwriter”". The Shareholders Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s '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 Shareholders’ Investors' counsel reasonably objects. In the event that, despite the Company’s 's commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “"Cut Back Shares”") and/or (ii) 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 's compliance with the requirements of Rule 415 (collectively, the “"SEC Restrictions”"); provided, however, that the Company shall not agree to name any Shareholder Investor as an “"underwriter” " in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basis, unless the SEC Restrictions otherwise require or provide or provide. No liquidated damages shall accrue as to any Cut Back Shares until such date as the Shareholders otherwise agreeCompany is able to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions (such date, the "Restriction Termination Date" of such Cut Back Shares). From and after 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 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 by which the Company is required to obtain effectiveness with respect to such Cut Back Shares under Section 2(e) shall be tolled for a period equal to the number of days elapsed from the date the Registration Statement initially including such Cut Back Shares was first filed with the SEC and the Restriction Termination Date applicable to such Cut Back Shares.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor to be named as an “underwriter”, ,” the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders .” Lender shall have the right to participate or have their its counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their its 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 Shareholders’ Lender’s counsel reasonably objects. 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 (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated to among the Shareholders Investors on a pro rata basis. From and after such date as the Company is able to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions (such date, unless the “Restriction Termination Date” of such Cut Back Shares), all of the provisions of this Section 2 shall again be applicable to such Cut Back Shares; provided, however, that (i) the Filing Deadline for the Registration Statement including such Cut Back Shares (“Cutback Registration Statement”) shall be ten (10) 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 under Section 2(c) shall be the 90th day immediately after the Restriction Termination Date (the 120th day if the SEC Restrictions otherwise require or provide or reviews the Shareholders otherwise agreeRegistration Statement).

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors 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 ShareholdersInvestors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basisbasis and shall be applied first to any of the Registrable Securities of such Investor as such Investor shall designate, unless the SEC Restrictions otherwise require or provide or the Shareholders Investors 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 Cut Back Shares; provided, however, that (i) the Filing Deadline and/or the Qualification Deadline, as applicable, for the Registration Statement including such Cut Back Shares shall be ten (10) 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 under Section 2(c) shall be the 90th day immediately after the Restriction Termination Date (the 120th day if the SEC reviews the Registration Statement).

Rule 415. Cutback If at any time (a) Notwithstanding anything to the contrary contained in this Agreement, if the staff of the SEC takes (the position that “Staff”) or the SEC seeks to characterize any offering of some or all of the Registrable Securities in pursuant to a Registration Statement is not eligible filed pursuant to be made on this Agreement as constituting a delayed or continuous basis under the provisions primary offering of Rule 415 under the 1933 Act or requires any Shareholder to be named as an “underwriter”, the Company shall use its commercially reasonable efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide secondary offering and not an offering “securities by or on behalf of the issuer” as defined Company, or in any other manner, such that the Staff or the SEC does not permit such Registration Statement to become effective and used for resales in a continuous at the market offering pursuant to Rule 415 under the Securities Act by the Purchaser (or as otherwise may be acceptable to the Purchaser) without being named therein as “underwriters” (a “Resale Registration Statement>”), and that none of the Shareholders is an “underwriter”. The Shareholders Company has used its reasonable efforts to contest such determination, then the Company shall have the right to participate reduce the number of Registrable Securities to be included in such Registration Statement by the Purchaser, to the extent that the Staff or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and shall permit such Registration Statement 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 Shareholders’ counsel reasonably objectsbecome effective as a Resale Registration Statement. 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 positionmaking such reduction, the Company shall reduce the number of Registrable Securities to be included by all holders on a pro rata basis (i) remove from based upon the number of Registrable Securities otherwise required to be included for each holder), unless the inclusion of Registrable Securities by a particular holder or a particular type of holders is the cause of the refusal by the Staff or the SEC to allow such Registration Statement such portion of to become effective as a Resale Registration Statement, in which event the Registrable Securities held by such holder or type of holders shall be the only Registrable Securities subject to reduction (the “Cut Back Shares”) and/or (ii) agree and if by a set of holders on a pro rata basis with respect to such restrictions and limitations holders or on such other basis as would result in the registration and resale exclusion of the Registrable Securities as least number of shares by all such holders). In addition, if the Staff or the SEC may require the Purchaser to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder be identified as an “underwriter” in order to permit such Registration Statement without to become effective, and the prior written Purchaser does not consent of to being so named as an underwriter in such Shareholder. Any cut-back imposed on Registration Statement, then, in each such case, the Shareholders pursuant to this Section 2(d) Company shall be allocated among entitled to reduce the Shareholders total number of Registrable Securities to be registered on a pro rata basisbehalf of the Purchaser, unless until such time as the Staff or the SEC Restrictions otherwise does not require or provide or the Shareholders otherwise agreesuch identification.

Rule 415. Cutback If at any time the SEC Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Securities Act or requires any Shareholder Purchaser to be named as an “underwriter”, the Company shall use its commercially reasonable efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders is an “underwriter”. The Shareholders 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 Shareholders’ counsel reasonably objects. 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 (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC Commission may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Commission Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Purchaser as an “underwriter” in such Registration Statement without the prior written consent of Purchaser. No liquidated damages shall accrue as to any Cut Back Shares until such Shareholderdate as the Company is able to effect the registration of such Cut Back Shares in accordance with any Commission Restrictions (such date, the “Restriction Termination Date”). Any cut-back imposed on From and after the Shareholders pursuant Restriction Termination Date applicable to any Cut Back Shares, all of the provisions of this Section 2(d2 (including the liquidated damages provisions) shall again be applicable to such Cut Back Shares; provided, however, that (i) the Filing Deadline for the Registration Statement including such Cut Back Shares shall be forty-five (45) 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 under Section 2(c) shall be allocated among the Shareholders on a pro rata basis, unless 90th day immediately after the SEC Restrictions otherwise require or provide or filing date of the Shareholders otherwise agreeRegistration Statement filed with respect to such Cut Back Shares.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the a Registration Statement is a bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors 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 ShareholdersInvestors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Shareholders Investors 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 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 by which the Company is required to obtain effectiveness with respect to such Cut Back Shares under Section 2(c) shall be the 60th day immediately after the Restriction Termination Date.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable efforts to persuade the SEC that the offering contemplated by the a Registration Statement is a bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors 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 ShareholdersInvestors’ counsel reasonably objects. 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 (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basisbasis and shall be applied first to any Warrant Shares, unless the SEC Restrictions otherwise require or provide or the Shareholders Investors 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 Cut Back Shares; provided, however, that the Filing Deadline and the Additional Registrable Securities Filing Deadline for the Registration Statement including such Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors 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 ShareholdersInvestors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basisbasis and shall be applied first to any Warrant Shares, unless the SEC Restrictions otherwise require or provide or the Shareholders Investors 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 Cut Back Shares; provided, however, that (i) the Filing Deadline and/or the Additional Shares Filing Deadline, as applicable, for the Registration Statement including such Cut Back Shares shall be ten (10) 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 under Section 2(c) shall be the 90th day immediately after the Restriction Termination Date; provided, further, however, no such damages shall accrue under clauses (i) or (ii) of the immediately preceding proviso from and after the 180th days following the Closing Date.

Rule 415. Cutback If at any time the SEC takes informs the position Company that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made cannot, based on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act Act, be registered for resale as a secondary offering on a single registration statement, or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors 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 ShareholdersInvestors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Shareholders Investors otherwise agree. For the avoidance of doubt, for purposes of this Section 2(d), the term “commercially reasonable best efforts” shall not require the Company to institute or maintain any action, suit or proceeding against the SEC or any member of the Staff of the SEC. In the event the Company amends the Initial Registration Statement or files a new Initial Registration Statement, as the case may be, to remove the Cut Back Shares, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by SEC, 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 Initial Registration Statement, as amended, or the new Registration Statement (the “Remainder Registration Statements”).

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a any Registration Statement filed pursuant to the terms and conditions of this Agreement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Purchaser to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the such Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Purchasers is an “underwriter”. The Shareholders 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 ShareholdersRequired Purchasers’, or, with respect to a Demand Registration, the Requesting Purchasers’ (as such term is defined in Section 2(f)(i) below), counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the such Registration Statement such portion of the Registrable Securities that the SEC requires to be removed from such Registration Statement, while still including the maximum number of Registrable Securities permitted to be registered by the SEC under such Registration Statement at such time (such removed Registrable Securities, the “Cut Back Shares”) ), and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Purchaser as an “underwriter” in such any Registration Statement without the prior written consent of such ShareholderPurchaser. Any cut-back imposed on the Shareholders Purchasers pursuant to this Section 2(d) shall be allocated allocated, first, among all securities that are not Registrable Securities (to the extent previously permitted by the Required Purchasers, or, in the case of a Demand Registration, by the Requesting Purchasers), and second, among the Shareholders Purchasers on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Shareholders Purchasers otherwise agree. In the event of any cut-back imposed on the Purchasers pursuant to this Section 2(d), the Company will use its best efforts to file with the SEC, as promptly as allowed by the SEC, one or more Registration Statements on Form S-1 covering the resale of the Cut Back Shares or such other form available to register for resale the Cut Back Shares. No liquidated damages shall accrue as to any Cut Back Shares until such date as the Company is permitted to effect the registration of such Cut Back Shares using Form S-3 in accordance with any SEC Restrictions (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 any Cut Back Shares that are not included in a Registration Statement prior to the Restriction Termination Date; provided, however, that (i) the Filing Deadline for any Registration Statement including any Cut Back Shares that have not otherwise been included in a Registration Statement that has been declared effective shall be ten (10) 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 under Section 2(c) shall be the 120th day immediately after the Restriction Termination Date.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors 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 ShareholdersInvestors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basisbasis and shall be applied first to any Warrant Shares, unless the SEC Restrictions otherwise require or provide or the Shareholders Investors 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 Cut Back Shares; provided, however, that (i) the Filing Deadline and the Additional Shares Filing Deadline, as applicable, for the Registration Statement including such Cut Back Shares shall be ten (10) 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 under Section 2(c) shall be the 90th day immediately after the Restriction Termination Date.

Rule 415. Cutback If at any time the SEC Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Securities Act or requires any Shareholder Purchaser to be named as an “underwriter”, the Company shall use its commercially reasonable efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders is an “underwriter”. The Shareholders 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 Shareholders’ counsel reasonably objects. 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 (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC Commission may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Commission Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Purchaser as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderPurchaser. Any cut-back imposed on the Shareholders Purchasers pursuant to this Section 2(d) in the event that the offering is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act shall be allocated among the Shareholders Purchasers on a pro rata basis. 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 Commission Restrictions (such date, unless the SEC Restrictions otherwise require or provide or “Restriction Termination Date”). From and after the Shareholders otherwise agreeRestriction 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 Cut Back Shares; provided, however, that (i) the Filing Deadline for the Registration Statement including such Cut Back Shares shall be forty-five (45) 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 under Section 2(c) shall be the 90th day immediately after the filing date of the Registration Statement filed with respect to such Cut Back Shares.

Rule 415. Cutback If at any time the SEC Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Securities Act or requires any Shareholder Purchaser to be named as an “underwriter”, the Company shall use its commercially reasonable efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders is an “underwriter”. The Shareholders 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 Shareholders’ counsel reasonably objects. 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 (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC Commission may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Commission Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Purchaser as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderPurchaser. Any cut-back imposed on the Shareholders Purchasers pursuant to this Section 2(d) shall be allocated among the Shareholders Purchasers on a pro rata basis. 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 Commission Restrictions (such date, unless the SEC Restrictions otherwise require or provide or “Restriction Termination Date”). From and after the Shareholders otherwise agreeRestriction 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 Cut Back Shares; provided, however, that (i) the Filing Deadline for the Registration Statement including such Cut Back Shares shall be forty-five (45) 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 under Section 2(c) shall be the 90th day immediately after the filing date of the Registration Statement filed with respect to such Cut Back Shares.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Securities Act or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the a Registration Statement is a bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors 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 ShareholdersInvestors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Shareholders Investors 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 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 by which the Company is required to obtain effectiveness with respect to such Cut Back Shares under Section 2(c) shall be the 60th day immediately after the Restriction Termination Date.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Lender to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Lenders is an “underwriter”. The Shareholders Lenders 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 ShareholdersLenders’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Lender as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderLender. Any cut-back imposed on the Shareholders Lenders pursuant to this Section 2(d) shall be allocated among the Shareholders Lenders on a pro rata basis. 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 (such date, unless the “Restriction Termination Date” of such Cut Back Shares). From and after 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 Cut Back Shares; provided, however, that (i) the Filing Deadline and/or the Qualification Deadline, as applicable, for the Registration Statement including such Cut Back Shares shall be ten (10) 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 under Section 2(c) shall be the 90th day immediately after the Restriction Termination Date (the 120th day if the SEC Restrictions otherwise require or provide or reviews the Shareholders otherwise agreeRegistration Statement).

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the a Registration Statement is a bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders 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 Shareholders’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder as an “underwriter” in such Registration Statement without the prior written consent of such Shareholder. Any cut-back imposed on the Shareholders pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Shareholders Investors otherwise agree. Any cut-back imposed pursuant to a SEC comment shall be applied, first, to securities of the Company that are registered pursuant to an agreement subsequent to the date of this Agreement and, next, to the Registrable Securities, and, next, to the Registrable Securities and any securities registered pursuant to an agreement entered into contemporaneously with (including those securities with registration rights of Interstate Emerging Investments, LLC) and prior to the date of this Agreement, on a pro rata basis taken together. 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 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 by which the Company is required to obtain effectiveness with respect to such Cut Back Shares under Section 2(c) shall be the 60th day immediately after the Restriction Termination Date.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Purchaser to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Purchasers is an “underwriter”. The Shareholders 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 ShareholdersPurchasers’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Purchaser as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderPurchaser. Any cut-back imposed on the Shareholders Purchasers pursuant to this Section 2(d) shall be allocated among the Shareholders Purchasers on a pro rata basis, unless the Required 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 otherwise require or provide or (such date, the Shareholders otherwise agree“Restriction Termination Date” of such Cut Back Shares). From and after 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 Cut Back Shares; provided, however, that (i) the Filing Deadline and/or the Qualification Deadline, as applicable, for the Registration Statement including such Cut Back Shares shall be ten (10) 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 under Section 2(c) shall be the 90th day immediately after the Restriction Termination Date (the 120th day if the SEC reviews the Registration Statement).

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Holder to be named as an “underwriter”, the Company shall use its commercially reasonable commercial best efforts to persuade the SEC that the offering contemplated by the a Registration Statement is a bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Holders is an “underwriter”. The Shareholders 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 Shareholders’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable commercial best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder as an “underwriter” in such Registration Statement without the prior written consent of such Shareholder. Any cut-cut- back imposed on the Shareholders pursuant to this Section 2(d) shall be allocated among the Shareholders Holders on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Shareholders Holders otherwise agree. Any cut- back imposed pursuant to a SEC comment shall be applied, first to securities of the Company that are registered pursuant to an agreement subsequent to the date of this Agreement and, second to the Registrable Securities on a pro rata basis taken together. For the avoidance of doubt, no liquidated damages shall accrue as to any Cut Back Shares.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors 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 ShareholdersInvestors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basisbasis and shall be applied first to any Warrant Shares, unless the SEC Restrictions otherwise require or provide or the Shareholders Investors 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 Cut Back Shares; provided, however, that (i) the Filing Deadline and/or the Additional Shares Filing Deadline, as applicable, for the Registration Statement including such Cut Back Shares shall be ten (10) 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 under Section 2(c) shall be the 90th day immediately after the Restriction Termination Date.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Purchaser to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Purchasers is an “underwriter”. The Shareholders Purchaser 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 ShareholdersPurchasers’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Purchasers pursuant to this Section 2(d) shall be allocated among the Shareholders Purchasers on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Shareholders 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 Cut Back Shares; provided, however, that (i) the Filing Deadline and/or the Qualification 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 by which the Company is required to obtain effectiveness with respect to such Cut Back Shares under Section 2(c) shall be the 90th day immediately after the Restriction Termination Date (the 120th day if the SEC reviews the Registration Statement).

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the a Registration Statement is a bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors 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 ShareholdersInvestors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Shareholders Investors 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 Cut Back Shares; provided, however, that (i) the Filing Deadline or the Additional Registrable Securities Filing Deadline, as applicable, for the Registration Statement including such Cut Back Shares shall be ten (10) 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 under Section 2(c) shall be the 60th day immediately after the Restriction Termination Date.

Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Securities Act or requires any Shareholder Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Investors is an “underwriter”. The Shareholders Investors 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 ShareholdersInvestors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) 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 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Investor as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderInvestor. If the SEC refuses to alter its position despite the removal of the Cut Back Shares from the Registration Statement and an Investor does not consent to being named as an “underwriter” in the Registration Statement, then such Investor (a “Non-Electing Investor”) shall be deemed to have elected to have its Registrable Shares (the “Non-Electing Registrable Shares”) withheld from the Registration Statement and no liquidated damages shall accrue as to any such Registrable Shares of such Investor. Any cut-back imposed on the Shareholders Investors pursuant to this Section 2(d) shall be allocated among the Shareholders Investors on a pro rata basisbasis and shall be applied first to any Warrant Shares, unless the SEC Restrictions otherwise require or provide or the Shareholders Investors 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 (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 Cut Back Shares; provided, however, that (i) the Filing Deadline and the Option Shares Filing Deadline, as applicable, for the Registration Statement including such Cut Back Shares shall be ten (10) 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 under Section 2(c) shall be the 120th day immediately after the Restriction Termination Date.

Rule 415. Cutback If at any time the SEC Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Shareholder Purchaser to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC Commission that the offering contemplated by the Registration Statement is a bona fide valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Shareholders Purchasers is an “underwriter”,” including by using its best efforts to file amendments to the Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. The Shareholders Purchasers shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC Commission regarding the SECCommission’s position and to comment or have their counsel comment on any written submission made to the SEC Commission with respect thereto. No such written submission shall be made to the SEC Commission to which the ShareholdersPurchasers’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance with the terms of this Section 2(d), the SEC Commission refuses to alter its position, the Company shall first reduce or eliminate any securities to be included by any Person other than a Purchaser and, if any subsequent reduction is necessary, (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC Commission may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Commission Restrictions”); provided, however, that the Company shall not agree to name any Shareholder Purchaser as an “underwriter” in such Registration Statement without the prior written consent of such ShareholderPurchaser. Any cut-back imposed on the Shareholders Purchasers pursuant to this Section 2(d) shall be allocated among the Shareholders Purchasers on a pro rata basisbasis and shall be applied first to any Warrant Shares, unless the SEC Commission Restrictions otherwise require or provide or the Shareholders 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 Commission Restrictions (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after 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 Cut Back Shares; provided, however, that (i) the Filing Deadline and the Qualification 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 by which the Company is required to obtain effectiveness with respect to such Cut Back Shares under Section 2(c) shall be the 90th day immediately after the Restriction Termination Date.