Common use of Rule 415; Cutbacks Clause in Contracts

Rule 415; Cutbacks. Notwithstanding the other provisions of this Section 2, 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, 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”). Any cut-back imposed pursuant to this Section 2(d) shall be allocated among the Investors on a pro rata basis and shall be allocated first to any Warrant Shares, unless the SEC Restrictions otherwise require. No liquidated damages shall accrue on or as to any Cut Back Shares until such time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions (such date, 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; provided, however, that for such purposes the Closing Date shall be deemed to be the Restriction Termination Date.

Rule 415; Cutbacks. Notwithstanding the other provisions of this Section 2, 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, 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”"). Any cut-back imposed pursuant to this Section 2(d) shall be allocated first to the shares of Common Stock issuable upon the exercise of the Placement Agent Warrants and then among the Investors on a pro rata basis and shall be allocated first to any Warrant Shares, unless the SEC Restrictions otherwise require. No liquidated damages shall accrue on or as to any Cut Back Shares until such time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions (such date, 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; provided, however, that for such purposes the Closing Date shall be deemed to be the Restriction Termination Date.

Rule 415; Cutbacks. Notwithstanding the other provisions of this Section 2, if at any time the SEC takes the position that the offering of some or all of the Registrable Securities Securities, the Other Shares and the ComVest Shares 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, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities Securities, the Additional Shares, the Other Shares and the ComVest Shares (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”"). Any Unless the SEC Restrictions otherwise require, any cut-back imposed pursuant to this Section 2(d) shall be allocated among first to the Investors Additional Shares and second to the Registrable Securities, the Other Shares and the ComVest Shares on a pro rata basis and basis; provided that any allocation to the Registrable Securities shall be allocated applied first to any the Warrant Shares, unless the SEC Restrictions otherwise require. No liquidated damages shall accrue on or as to any Registrable Securities included in the Cut Back Shares until such time as the Company is able to effect the registration of the such Cut Back Shares in accordance with any SEC Restrictions (such date, 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 such Cut Back Shares; provided, however, that for such purposes the Closing Date shall be deemed to be the Restriction Termination Date.

Rule 415; Cutbacks. Notwithstanding the other provisions of this Section 2, 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, 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”). Any cut-back imposed pursuant to this Section 2(d) shall be allocated among the Investors on a pro rata basis and shall be allocated first to any Warrant Shares, unless the SEC Restrictions otherwise require. No liquidated damages shall accrue on or as to any Cut Back Shares until such time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions (such date, 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; provided, however, that for such purposes the Closing Date shall be deemed to be the Restriction Termination Date.

Rule 415; Cutbacks. Notwithstanding the other provisions of this Section 2, 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, 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”"). Any cut-back imposed pursuant to this Section 2(d) shall be allocated among the Investors on a pro rata basis and shall be allocated first to any Warrant Shares, unless the SEC Restrictions otherwise require. No liquidated damages shall accrue on or as to any Cut Back Shares until such time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions (such date, 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; provided, however, that for such purposes the Closing Date shall be deemed to be the Restriction Termination Date.