definiens: as defined in Rule 415 and that none ofthe Investors is an In the event that, despite the Company ’s commercially reasonable efforts andcompliance with the terms of this Section 2(c ), the SEC refuses to alter its position, the Company shall ( i ) removefrom the Registration Statement such portion of the Registrable Securities ( the ) and/or ( ii ) agree tosuch restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require toassure the Company ’s compliance with the requirements of Rule 415 ( collectively, the ) ; provided, however, that the Company shall not agree to name any Investor as an in such Registration Statementwithout the prior written consent of such Investor . Any cut - back imposed on the Investors pursuant to this 4Section 2(c ) shall be allocated among the Investors on a pro rata basis and, unless otherwise directed in writing by anInvestor as to its Registrable Securities, the number of Registrable Securities to be registered on such RegistrationStatement will first be reduced first by the Warrant Shares ( applied, in the case that some Warrant Shares may beregistered, to the Investors on a pro rata basis based on the total number of unregistered Warrant Shares held bysuch Investors ) and second by the Shares ( applied, in the case that some Shares may be registered, to the Investorson a pro rata basis based on the total number of unregistered Shares held by such Investors ), in each case subject toa determination by the SEC that certain Investors must be reduced first based on the number of RegistrableSecurities held by such Investors . For the avoidance of doubt, for purposes of this Section 2(c ), the term shall not require the Company to institute or maintain any action, suit or proceedingagainst the SEC or any member of the Staff of the SEC . In the event the Company amends the Initial RegistrationStatement or files a new Initial Registration Statement, as the case may be, to remove the Cut Back Shares, theCompany will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by SEC, one ormore registration statements on Form S-3 or such other form available to register for resale those RegistrableSecurities that were not registered for resale on the Initial Registration Statement, as amended, or the newRegistration Statement ( the )