Common use of Sufficient Number of Shares Registered Clause in Contracts

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the Required Registration Amount as of such time. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants, such calculation shall assume that the Equity Warrants and the Bridge Warrants are then exercisable in full into a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included in the Equity Warrants and/or the Bridge Warrants.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 125% of the Required Registration Amount number of such Registrable Securities as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen forty-five (1545) days after the necessity therefor arises. The Company shall use its it reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the Required product determined by multiplying (i) number of Registrable Securities covered by such Registration Amount as of such timeStatement by (ii) 1.10. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Preferred Shares or the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Preferred Shares and the Bridge Warrants are then convertible or exercisable in full into a number of into, shares of Common Stock equal to and assuming the maximum number of shares Conversion Shares or Warrant Shares, as the case may be, will be issued, assuming all of Common Stock the Preferred Shares and Warrants remain outstanding through the Maturity Date (as shall from time to time be necessary to effect defined in the Certificate of Designations) and no conversions or redemptions of the Preferred Shares or exercise of all the Equity Warrants and prior to the Bridge Warrants Maturity Date, at the then outstanding without giving effect to any limitation on exercise included prevailing Conversion Price (as defined in the Equity Warrants and/or Statement of Designations) or Warrant Exercise Price (as defined in the Bridge Warrants), if applicable.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.80. The calculation set forth in the foregoing sentence shall be made without regard to any limitations and/or redemption on the conversion of the Preferred Shares or exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Preferred Shares are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Certificate of Designations and the Bridge Warrants are then exercisable in full into a number of for shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes or exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Notes are then convertible into shares of common stock at the then prevailing Conversion Rate (as defined in the Notes) and that the Bridge Warrants are then exercisable in full into a number of for shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion and/or redemption of the Notes or exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Notes are then convertible in full into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes) and the Bridge Warrants are then exercisable in full into a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included in the Equity Warrants and/or the Bridge WarrantsStock.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 175% of the Required Registration Amount number of such Registrable Securities as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issued or issuable upon conversion of the Preferred Shares and exercise of the Warrants covered by such Registration Statement is greater than the quotient determined by dividing (i) the number of shares of Common Stock available for resale under the such Registration Statement is less than the Required Registration Amount as of such timeby (ii) 1.0. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Preferred Shares or exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Preferred Shares and the Bridge Warrants are then exercisable in full convertible and exercisable, respectively, into a number of shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Conversion Rate (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or Company's Certificate of Amendment) and Warrant Exercise Price (as defined in the Bridge WarrantsWarrant), respectively, if applicable.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen thirty (1530) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes or the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Notes are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes) and that the Bridge Warrants are then exercisable in full into a number of for shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion and/or redemption of the Notes or exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants and Notes are then convertible into shares of Common Stock at the Bridge then prevailing Conversion Rate (as defined in the Notes), the Warrants are then exercisable in full into a number of for shares of Common Stock equal to at the then prevailing Exercise Price (as defined in the Warrants) and the maximum number of shares of Common Stock Interest Shares under the Notes are issuable at then prevailing Interest Conversion Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or Notes), assuming the Bridge Warrantsinitial outstanding principal amount of the Notes remains outstanding through the scheduled Maturity Date (as defined in the Notes) and assuming no conversions or redemptions of the Notes prior to the scheduled Maturity Date.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen thirty (1530) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Preferred Shares or the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Preferred Shares are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Certificate of Designations) and that the Bridge Warrants are then exercisable in full into a number of for shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short shortest form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen forty-five (1545) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes or the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Notes are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes) and that the Bridge Warrants are then exercisable in full into a number of for shares of Common Stock equal to at the maximum then prevailing Exercise Price (as defined in the Warrants) and for the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included in the Equity Warrants and/or the Bridge WarrantsWarrant Shares covered thereby.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.67. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes or the exercise of the Warrants, Warrants or the Additional Investment Rights and such calculation shall assume that the Equity Warrants and the Bridge Warrants Notes are then exercisable in full convertible into a number of shares of Common Stock equal to at the maximum number of then prevailing Conversion Rate (as defined in the Notes) and that the Warrants and Additional Investment Rights are then exercisable for shares of Common Stock at the then prevailing Exercise Price (as shall from time to time be necessary to effect defined in the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included in the Equity Warrants and/or the Bridge WarrantsAdditional Investment Rights, respectively).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as reasonably practicable, but in any event not later than fifteen (15) days Business Days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as reasonably practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes or the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Notes are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes) and that the Bridge Warrants are then exercisable in full into a number of for shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a2.2(a) or Section 2(b2.2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(c2.2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes or the Preferred Shares or the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Notes are then convertible into shares of Common Stock at the then prevailing Conversion Price (as defined in the Notes), that the Preferred Shares are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Certificates of Designations (as defined in the Common Exchange Agreement)) and that the Bridge Warrants are then exercisable in full into a number of for shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrantsapplicable Warrant).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.67. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes or the exercise of the Warrants, Warrants or the Additional Investment Rights and such calculation shall assume that the Equity Warrants and the Bridge Warrants Notes are then exercisable in full convertible into a number of shares of Common Stock equal to at the maximum number of then prevailing Conversion Rate (as defined in the Notes) and that the Warrants and Additional Investment Rights are then exercisable for shares of Common Stock at the then prevailing Exercise Price (as shall from time to time be necessary to effect defined in the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included in the Equity Warrants and/or the Bridge WarrantsAdditional Investment Rights, respectively).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion and/or redemption of the Notes or exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants and Notes are then convertible into shares of Common Stock at the Bridge then prevailing Conversion Rate (as defined in the Notes), the Warrants are then exercisable in full into a number of for shares of Common Stock equal to at the then prevailing Exercise Price (as defined in the Warrants) and the maximum number of shares of Common Stock Interest Shares under the Notes are issuable at the then prevailing Interest Conversion Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or Notes), assuming the Bridge Warrantsinitial outstanding principal amount of the Notes remains outstanding through the scheduled maturity date and assuming no conversions or redemptions of the Notes prior to the scheduled maturity date.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.67. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes or the exercise of the Warrants, Warrants or the Additional Investment Rights and such calculation shall assume that the Equity Warrants and the Bridge Warrants Notes are then exercisable in full convertible into a number of shares of Common Stock equal to at the maximum number of then prevailing Conversion Rate (as defined in the Notes) and that the Warrants and Additional Investment Rights are then exercisable for shares of Common Stock at the then prevailing Exercise Price (as shall from time to time be necessary to effect defined in the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included in the Equity Warrants and/or the Bridge WarrantsAdditional Investment Rights, respectively).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount number of such Registrable Securities as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the Company becomes aware of the necessity therefor arisestherefor. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the such Registration Statement is less than the Required Registration Amount as number of such timeRegistrable Securities issued or issuable upon exercise of the Warrants. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants and the Bridge Warrants are then exercisable in full into a number of shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Warrant Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 130% of the Required Registration Amount number of such Registrable Securities as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the Company becomes aware of the necessity therefor arisestherefor. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of shares of Common Stock available for resale under the such Registration Statement is less than the Required product of (i) the number of Registrable Securities issued or issuable upon conversion of the Notes, if any, covered by such Registration Amount as of such timeStatement and (ii) 1.1. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise conversion of the Warrants, Notes and such calculation shall assume that the Equity Warrants and the Bridge Warrants Notes are then exercisable in full convertible into a number of shares of Common Stock equal to and the maximum number of shares Interest Shares under the Notes, assuming the applicable portions of Common Stock the initial outstanding principal amount of the Notes remains outstanding through the applicable scheduled maturity dates and assuming no conversions or redemptions of the Notes prior to the scheduled maturity date, are issuable at the then prevailing Interest Conversion Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or Notes) or Conversion Rate (as defined in the Bridge WarrantsNotes), as applicable.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen forty-five (1545) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Debentures or the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Debentures are then convertible into shares of Common Stock at the then applicable Conversion Rate (as defined in the Debentures) and that the Bridge Warrants are then exercisable in full into a number of for shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 5 2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion or redemption of the Notes or the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Notes are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes) and that the Bridge Warrants are then exercisable in full into a number of for shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount number of such Registrable Securities as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes The calculation of the foregoing provision, the number of shares available under a Registrable Securities required to be covered by such Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the Required Registration Amount as of such time. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Preferred Shares or the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Preferred Shares and the Bridge Warrants are then convertible or exercisable in full into a number of shares of Common Stock equal and assuming the maximum amount of Dividends (as defined in the Certificate of Designations) relating to the maximum number of shares of Common Stock as shall from time to time Preferred Shares will be necessary to effect paid on the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included in the Equity Warrants and/or the Bridge WarrantsPreferred Shares.

Sufficient Number of Shares Registered. In the event the number of shares Registrable Securities available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount Amount, but as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the Required Registration Amount as of such timeAmount. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes or the exercise of the Warrants, Warrants and such calculation shall assume that (i) the Equity Warrants Notes and the Bridge Warrants are then convertible or exercisable in full into a number of shares of Common Stock equal to and assuming the maximum number of shares of Common Stock Conversion Shares and Warrant Shares, as shall from time to time the case may be, will be necessary to effect issued at the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included prevailing Conversion Price (as defined in the Equity Warrants and/or Notes) and Exercise Price (as defined in the Bridge Warrants) and (ii) the maximum number of Interest Shares under the Notes, as applicable, assuming the applicable portions of the initial outstanding principal amount of the Notes remains outstanding through the applicable scheduled maturity dates and assuming no conversions or redemptions of the Notes prior to the scheduled maturity date, are issuable at the then prevailing Interest Conversion Price (as defined in the Notes) or Conversion Rate (as defined in the Notes), as applicable.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) 30 days after the necessity therefor arisesarises and the Investors give the Company notice thereof. The Company shall use its commercially reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion and/or exercise of the Warrants, Notes and the Warrants and such calculation shall assume that the Equity Warrants Notes and the Bridge Warrants are then convertible into or exercisable in full into a number of for shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Conversion Rate (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or Notes) or Warrant Exercise Price (as defined in the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen thirty (1530) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Preferred Shares or the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Preferred Shares are then convertible into shares of Common Stock at the then prevailing Conversion Price (as defined in the Certificate of Designations) and that the Bridge Warrants are then exercisable in full into a number of for shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion and/or redemption of the Notes or exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Notes are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes) and that the Bridge Warrants are then exercisable in full into a number of for shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(c), 2(h) the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants, Warrants (and such calculation shall assume that the Equity Warrants and the Bridge Warrants are then fully exercisable in full into a number of for shares of Common Stock equal to at the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included in the Equity Warrants and/or the Bridge Warrantsprevailing applicable Exercise Price).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(c), 2(h) the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof, but in no event later than the Effectiveness Deadline for such Registration Statement. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants, Warrants (and such calculation shall assume that the Equity Warrants and the Bridge Warrants are then fully exercisable in full into a number of for shares of Common Stock equal to at the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included in the Equity Warrants and/or the Bridge Warrantsthen-prevailing applicable Exercise Price).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen thirty (1530) days after the necessity therefor arises. The Company shall use its it reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise conversion of the Warrants, Notes and such calculation shall assume that the Equity Warrants and the Bridge Warrants Notes are then convertible or exercisable in full into a number of shares of Common Stock equal to and assuming the maximum number of shares of Common Stock Conversion Shares will be issued at the then prevailing Conversion Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge WarrantsNotes).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as reasonably practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as reasonably practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.67. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes or the exercise of the Warrants, Warrants or the Additional Investment Rights (unless such Warrants or Additional Investment Rights have expired in accordance with their terms) and such calculation shall assume that the Equity Warrants and the Bridge Warrants Notes are then exercisable in full convertible into a number of shares of Common Stock equal to at the maximum number of then prevailing Conversion Rate (as defined in the Notes) and that the unexpired Warrants and Additional Investment Rights are then exercisable for shares of Common Stock or Additional Notes at the then prevailing Exercise Price (as shall from time to time be necessary to effect defined in the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included in the Equity Warrants and/or the Bridge WarrantsAdditional Investment Rights, respectively).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount Amount, but as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen thirty (1530) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timeby (ii) 0.95. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Preferred Shares or the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Preferred Shares and the Bridge Warrants are then convertible or exercisable in full into a number of shares of Common Stock equal to and assuming the maximum number of shares of Common Stock Conversion Shares and Warrant Shares, as shall from time to time the case may be, will be necessary to effect issued at the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included prevailing Conversion Price (as defined in the Equity Warrants and/or Certificate) and Exercise Price (as defined in the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes or the exercise of the Warrants, Additional Investment Rights and such calculation shall assume that the Equity Warrants and the Bridge Warrants Notes are then exercisable in full convertible into a number of shares of Common Stock equal to at the maximum number of then prevailing Conversion Rate (as defined in the Notes) and that the Additional Investment Rights are then exercisable for shares of Common Stock at the then prevailing Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge WarrantsAdditional Investment Rights).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion and/or redemption of the Notes or exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Notes are then convertible in full into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Note) and the Bridge Warrants are then exercisable in full into a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included in the Equity Warrants and/or the Bridge WarrantsStock.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 150% of the Required Registration Amount number of such Registrable Securities as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issued or issuable upon conversion of the Convertible Debentures and upon exercise of the Warrants, if any, covered by such Registration Statement is greater than the quotient determined by dividing (i) number of shares of Common Stock available for resale under the such Registration Statement is less than the Required Registration Amount as of such timeby (ii) 1.5. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Convertible Debentures or the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Convertible Debentures and the Bridge Warrants are then exercisable in full convertible into a number of shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Conversion Rate (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or Convertible Debenture) or Warrant Exercise Price (as defined in the Bridge Warrants), if applicable.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen twenty (1520) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise conversion and/or redemption of the Warrants, Notes and such calculation shall assume that the Equity Warrants and the Bridge Warrants Notes are then exercisable in full convertible into a number of shares of Common Stock equal at the then prevailing Conversion Rate (as defined in the Notes), assuming the initial outstanding principal amount of the Notes remains outstanding through the scheduled Maturity Date (as defined in the Notes) and assuming no conversions or redemptions of the Notes prior to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included in the Equity Warrants and/or the Bridge Warrantsscheduled Maturity Date.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen thirty (1530) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes or the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Notes are then convertible into Shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes) and that the Bridge Warrants are then exercisable in full into a number of shares for Shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of --------------------------------------- shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short shortest form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen forty-five (1545) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes or the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Notes are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes) and that the Bridge Warrants are then exercisable in full into a number of for shares of Common Stock equal to at the maximum then prevailing Exercise Price (as defined in the Warrants) and for the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included in the Equity Warrants and/or the Bridge WarrantsWarrant Shares covered thereby.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) 30 days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities or an Investor’s allocated portion of the Registrable Securities" ” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants and the Bridge Warrants are then exercisable in full into a number of for shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the Required Registration Amount as of such time. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants, such calculation shall assume that the Equity Primary Financing Warrants and the Bridge Exchange Warrants are then exercisable in full into a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all the Equity Primary Financing Warrants and the Bridge Exchange Warrants then outstanding without giving effect to any limitation on exercise included in the Equity Primary Financing Warrants and/or the Bridge Exchange Warrants.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover the Required Registration Amount resale of all of the Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c)Statement, the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of shares of Common Stock Shares available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise (i) conversion of the Warrants, Convertible Notes (and such calculation shall assume that the Equity Convertible Notes are then fully convertible at the then prevailing applicable Conversion Prices (as defined in the Convertible Notes) and (ii) exercise of the 2008 Warrants (and such calculation shall assume that the Bridge 2008 Warrants are then fully exercisable in full into a number of shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing applicable Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge 2008 Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investora Holder's allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100% of the Required Registration Amount number of such Registrable Securities as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issued or issuable upon exercise of the Replacement Warrants covered by such Registration Statement is greater than the number of shares of Common Stock available for resale under the such Registration Statement is less than the Required Registration Amount as of such timeStatement. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants, Replacement Warrants and such calculation shall assume that the Equity Warrants and the Bridge Replacement Warrants are then exercisable in full into a number of shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Warrant Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Replacement Warrants).

Sufficient Number of Shares Registered. In the event the number of ------------------------------------------ shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes or the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Notes are then convertible into Shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes) and that the Bridge Warrants are then exercisable in full into a number of shares for Shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 135% of the Required Registration Amount number of such Registrable Securities as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes The calculation of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient sufficient to cover all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the Required Registration Amount as of such time. The calculation set forth in the foregoing sentence Securities shall be made without regard to any limitations on the conversion of the Convertible Debentures or the exercise of the Warrants, and such calculation shall assume that the Equity Warrants Convertible Debentures and the Bridge Warrants are then exercisable in full convertible into a number of shares of Common Stock equal to and the maximum number of shares Interest Shares and Repayment Shares under the Convertible Debentures, assuming the initial outstanding principal amount of Common Stock the Convertible Debentures remains outstanding through the scheduled maturity date and assuming no conversions or redemptions of the Convertible Debentures prior to the scheduled maturity date, are issuable at the then prevailing Conversion Rate (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or Convertible Debentures), Warrant Exercise Price (as defined in the Bridge Warrants), or Interest Share Conversion Rate (as defined in the Convertible Debentures), as applicable.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as reasonably practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes or the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Notes are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes) and that the Bridge Warrants are then exercisable in full into a number of for shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 125% of the Required Registration Amount number of such Registrable Securities as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) business days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issued or issuable upon conversion of the Convertible Debentures and upon exercise of the Warrants, if any, covered by such Registration Statement is greater than the quotient determined by dividing (i) number of shares of Common Stock available for resale under the such Registration Statement is less than the Required Registration Amount as of such timeby (ii) 1.1. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Convertible Debentures or the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Convertible Debentures and the Bridge Warrants are then exercisable in full convertible into a number of shares of Common Stock equal to and are issuable at the maximum number of shares of Common Stock then prevailing Conversion Rate (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge WarrantsConvertible Debentures) or Warrant Exercise Price, as applicable.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen thirty (1530) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion, amortization or redemption of the Notes or the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Notes are then convertible into Shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes) and that the Bridge Warrants are then exercisable in full into a number of shares for Shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In Following the filing of the initial Registration Statement pursuant to SECTION 2(a), in the event the number of shares available under a Registration Statement filed pursuant to Section SECTION 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(cSECTION 2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 130% of such Registrable Securities (based on the Required Registration Amount as market price of the Trading Day immediately preceding the date of the filing of such amendment or new Registration StatementCommon Stock), in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issued or issuable upon conversion of the Debenture and exercise of the Warrants is greater than the quotient determined by dividing (i) the number of shares of Common Stock available for resale under the such Registration Statement is less than by (ii) 1.3. For purposes of the Required Registration Amount as of such time. The calculation set forth in the foregoing sentence sentence, any restrictions on the convertibility of the Debenture or exercisability of the Warrants shall be made without regard to any limitations on the exercise of the Warrants, disregarded and such calculation shall assume that the Equity Warrants Debenture and the Bridge Warrants are then exercisable in full convertible and exercisable, respectively, into a number of shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Conversion Rate (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or Debenture) and Warrant Exercise Price (as defined in the Bridge WarrantsWarrant), respectively, if applicable.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) 00 is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(c), 00 the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof, but in no event later than the Effectiveness Deadline for such Registration Statement. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants, Warrants (and such calculation shall assume that assumethat the Equity Warrants and the Bridge Warrants are then fully exercisable in full into a number of for shares of Common Stock equal to at the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included in the Equity Warrants and/or the Bridge Warrantsthen-prevailing applicable Exercise Price).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes or the exercise of the Warrants, Warrants or the Additional Investment Rights and such calculation shall assume that the Equity Notes are then convertible into Shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes) and that the Warrants and the Bridge Warrants Additional Investment Rights are then exercisable in full into a number of shares for Shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Exercise Price (as shall from time to time be necessary to effect defined in the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included in the Equity Warrants and/or the Bridge WarrantsAdditional Investment Rights, respectively).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 116% of the Required Registration Amount number of such Registrable Securities as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) business days after the necessity therefor arises. The Company shall use its reasonable it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issued or issuable upon conversion of the Initial Notes or the Additional Notes, as applicable, covered by such Registration Statement is greater than the number of shares of Common Stock available for resale under the such Registration Statement is less than the Required Registration Amount as of such timeStatement. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise conversion of the Warrants, Notes (other than pursuant to Section 9 of the Notes) and such calculation shall assume that the Equity Warrants and the Bridge Warrants Notes are then exercisable in full convertible into a number of shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Conversion Rate (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge WarrantsNotes), if applicable.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion or redemption of the Note or the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Note is then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Note) and that the Bridge Warrants are then exercisable in full into a number of for shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be REGISTRATION RIGHTS AGREEMENT 4 deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 1.0. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants and the Bridge Warrants are then exercisable in full into a number of for shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen thirty (1530) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants and the Bridge Warrants are then exercisable in full into a number of for shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.80. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes or the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Notes are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes) and that the Bridge Warrants are then exercisable in full into a number of for shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short shortest form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen forty-five (1545) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes or the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Notes and the Bridge Convertible Preferred Stock, are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes, and the Convertible Preferred Stock respectively) and that the Warrants are then exercisable in full into a number of for shares of Common Stock equal to at the maximum then prevailing Exercise Price (as defined in the Warrants) and for the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included in the Equity Warrants and/or the Bridge WarrantsWarrant Shares covered thereby.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100% of the Required Registration Amount number of such Registrable Securities as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its all reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issued or issuable upon conversion of the Notes and exercise of the Warrants covered by such Registration Statement is greater than the number of shares of Common Stock available for resale under the such Registration Statement is less than the Required Registration Amount as of such timeStatement. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes and/or exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants and the Bridge Warrants Notes are then exercisable in full convertible into a number of shares of Common Stock equal to at the maximum number of then prevailing Conversion Rate (as defined in the Notes) and the Warrants are exercisable into shares of Common Stock at the then prevailing Warrant Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.80. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes or the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Notes are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes) and that the Bridge Warrants are then exercisable in full into a number of for shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the such Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable SecuritiesRequired Registration Amount" if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes or the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Notes are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes) and that the Bridge Warrants are then exercisable in full into a number of for shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion or redemption of the Notes or the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Notes are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes) and that the Bridge Warrants are then exercisable in full into a number of for shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants and the Bridge Warrants are then exercisable in full into a number of for shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of shares of Common Stock Ordinary Shares available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes or the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Notes are then convertible into Ordinary Shares at the then prevailing Conversion Rate (as defined in the Notes) and that the Bridge Warrants are then exercisable in full into a number of shares of Common Stock equal to for Ordinary Shares at the maximum number of shares of Common Stock then prevailing Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an InvestorHolder's allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least all of the Required Registration Amount Registrable Securities as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the Required Registration Amount product determined by multiplying (i) the total number of Registrable Securities as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants and the Bridge Warrants are then exercisable in full into a number of for shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's Holder’s allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least all of the Required Registration Amount Registrable Securities as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the Required Registration Amount product determined by multiplying (i) the total number of Registrable Securities as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants and the Bridge Warrants are then exercisable in full into a number of for shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount number of such Registrable Securities as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the Company becomes aware of the necessity therefor arisestherefor, or such other period agreed between the Company and the holders of the majority of the Registrable Securities. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the such Registration Statement is less than the Required Registration Amount as number of such timeRegistrable Securities issued or issuable upon exercise of the Warrants. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants and the Bridge Warrants are then exercisable in full into a number of shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Warrant Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 130% of the Required Registration Amount number of such Registrable Securities as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares Registrable Securities issued or issuable upon conversion of Common Stock the Notes and upon exercise of the Warrants covered by such Registration Statement is greater than 110% of the number of Ordinary Shares available for resale under the such Registration Statement is less than the Required Registration Amount as of such timeStatement. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes or the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Notes and the Bridge Warrants are then exercisable in full convertible into a number of shares of Common Stock equal to Ordinary Shares at the maximum number of shares of Common Stock then prevailing Conversion Rate (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or Notes) or Warrant Exercise Price (as defined in the Bridge Warrants), as applicable.

Sufficient Number of Shares Registered. In the event the number of shares available under a the Registration Statement Statements filed pursuant to Section 2(a) or Section 2(b) is are insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen five (155) days Business Days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Preferred Shares or the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Preferred Shares are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Certificate of Designations) and that the Bridge Warrants are then exercisable in full into a number of for shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen forty-five (1545) days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes or the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Notes are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes) and that the Bridge Warrants are then exercisable in full into a number of for shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion all of the Registrable Securities pursuant to Section 2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover register at least the Required Registration Amount of Registrable Securities, determined as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement. The filing of the amendment or new Registration Statement, in each caseas applicable, should occur as soon as reasonably practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as reasonably practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of shares of Common Stock Ordinary Shares available for resale under the Registration Statement is less than the Required Registration Amount as of such timeAmount. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants, and such calculation shall assume that the Equity Warrants and the Bridge Warrants are then exercisable in full into a number of for shares of Common Stock equal to Ordinary Shares at the maximum number of shares of Common Stock then prevailing Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 200% of the Required Registration Amount number of such Registrable Securities as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time after (i) an adjustment to the Conversion Price (as defined in the Notes) pursuant to Section 2(f)(i) of the Notes or (ii) an adjustment to the Exercise Price (as defined in the Warrants) pursuant to Section 8(a) of the Warrants, the number of Registrable Securities issued or issuable upon conversion of the Notes and exercise of the Warrants covered by such Registration Statement is greater than the quotient determined by dividing (i) the number of shares of Common Stock available for resale under the such Registration Statement is less than the Required Registration Amount as of such timeby (ii) 1.5. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes or exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Notes and the Bridge Warrants are then exercisable in full convertible and exercisable, respectively, into a number of shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Conversion Rate (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or Notes) and Exercise Price (as defined in the Bridge Warrants), respectively, if applicable.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100% of the Required Registration Amount number of such Registrable Securities as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issued or issuable upon conversion of the Notes and exercise of the Warrants covered by such Registration Statement is greater than the number of shares of Common Stock available for resale under the such Registration Statement is less than the Required Registration Amount as of such timeStatement. The calculation set forth 3 in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes or exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Notes and the Bridge Warrants are then exercisable in full convertible and exercisable, respectively, into a number of shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Conversion Rate (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or Notes) and Warrant Exercise Price (as defined in the Bridge Warrants), respectively, if applicable.

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's ’s allocated portion of the Registrable Securities pursuant to Section 2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "“insufficient to cover all of the Registrable Securities" ” if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on conversion of the Preferred Shares or exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Preferred Shares are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Certificate of Designations) and the Bridge Warrants are then exercisable in full into a number of for shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen ten (1510) days Business Days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares of Common Stock Shares available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion and/or redemption of the Notes or exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Notes are then convertible into Common Shares at the then prevailing Conversion Rate (as defined in the Notes) and that the Bridge Warrants are then exercisable in full into a number of shares of for Common Stock equal to Shares at the maximum number of shares of Common Stock then prevailing Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount number of such Registrable Securities as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days Business Days after the Company becomes aware of the necessity therefor arisestherefor. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the such Registration Statement is less than the Required Registration Amount as number of such timeRegistrable Securities issued or issuable upon exercise of the Warrants. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants and the Bridge Warrants are then exercisable in full into a number of shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Warrant Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such timetime by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes or the exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Notes are then convertible into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes) and that the Bridge Warrants are then exercisable in full into a number of for shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Exercise Price (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or the Bridge Warrants).

Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Required Registration Amount of Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100% of the Required Registration Amount number of such Registrable Securities as of the Trading Day trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the number of Registrable Securities issued or issuable upon conversion of the Notes and exercise of the Warrants covered by such Registration Statement is greater than the number of shares of Common Stock available for resale under the such Registration Statement is less than the Required Registration Amount as of such timeStatement. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Notes or exercise of the Warrants, Warrants and such calculation shall assume that the Equity Warrants Notes and the Bridge Warrants are then exercisable in full convertible and exercisable, respectively, into a number of shares of Common Stock equal to at the maximum number of shares of Common Stock then prevailing Conversion Rate (as shall from time to time be necessary to effect the exercise of all the Equity Warrants and the Bridge Warrants then outstanding without giving effect to any limitation on exercise included defined in the Equity Warrants and/or Notes) and Warrant Exercise Price (as defined in the Bridge Warrants), respectively, if applicable.