definiens: as defined in Rule 415 and that the Investor isnot an The Investor shall have the right to participate or have its counsel participate in any meetings ordiscussions with the SEC regarding the SEC ’s position and to comment or have its counsel comment on any writtensubmission made to the SEC with respect thereto . No such written submission shall be made to the SEC to which theInvestor ’s counsel reasonably objects . In the event that, despite the Company ’s best efforts and compliance with theterms of this Section 2(d ), the SEC refuses to alter its position, the Company shall ( i ) remove from the RegistrationStatement such portion of the Registrable Securities ( the ) and/or ( ii ) agree to such restrictions andlimitations on the registration and resale of the Registrable Securities as the SEC may require to assure theCompany ’s compliance with the requirements of Rule 415 ( collectively, the ) ; provided, however, that the Company shall not agree to name the Investor as an in such Registration Statement without theprior written consent of the Investor . Any cut - back imposed on the Investor pursuant to this Section 2(d ) shall beapplied first to any of the Registrable Securities of the Investor as the Investor shall designate, unless the SECRestrictions otherwise require or provide or the Investor otherwise agrees . No liquidated damages shall accrue as toany Cut Back Shares until such date as the Company is able to effect the registration of such Cut Back Shares inaccordance with any SEC Restrictions applicable to such Cut Back Shares ( such date, the ) . From and after the Restriction Termination Date applicable to any Cut Back Shares, all of the provisions ofthis Section 2 ( including the Company ’s obligations with respect to the filing of the Registration Statement and itsobligations to use best efforts to have such Registration Statement declared effective within the time periods set forthherein and the liquidated damages provisions relating thereto ) shall again be applicable to such Cut Back Shares;provided, however, that the Filing Deadline for the Registration Statement including such Cut Back Shares shall beten ( 10 ) Business Days after such Restriction Termination Date