Common use of Additional Registration Statement Clause in Contracts

Additional Registration Statement. No later than five (5) Business Days after the Authorized Shares Increase Date, the Company shall file with the Commission a registration statement (which shall be on Form S-3 unless the Company is not then eligible to use Form S-3 to register the Delayed Exercise Warrant Shares) for the registration under the Securities Act of the Delayed Exercise Warrant Shares (the “Additional Registration Statement”), and it shall take such reasonable action as is necessary to qualify for sale, in those states in which the Delayed Exercise Warrants were initially offered by the Company, the Delayed Exercise Warrant Shares, provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The Company shall use its commercially reasonable efforts to cause the Additional Registration Statement to become effective as promptly as practicable and in no event later than the time that the Delayed Exercise Warrants first become exercisable in accordance with their terms and shall use its commercially reasonable efforts to maintain the effectiveness and availability of such registration statement until the earlier of (i) the expiration of the Delayed Exercise Warrants in accordance with their terms or (ii) the time no Delayed Exercise Warrants remain outstanding. The Company shall take all commercially reasonable action to include the Delayed Exercise Warrant Shares for listing on the NYSE Amex or for listing or quotation on such exchange or trading market on which the Common Stock is then listed or quoted on or prior to the date that the Delayed Exercise Warrants first become exercisable in accordance with their terms. Notwithstanding the provisions of this Section 7.5, the Company shall not be required to file or maintain the effectiveness of an Additional Registration Statement in the event that the Company delivers to the Representative and the Warrant Agent an opinion (in form and substance reasonably satisfactory to the Representative) of outside counsel to the Company reasonably satisfactory to the Representative to the effect that the issuance of the Delayed Exercise Warrant Shares to the holders of the Delayed Exercise Warrants is exempt from the registration requirements of the Securities Act and may be freely resold by any holder of Delayed Exercise Warrants that is not an Affiliate at the time of exercise without further registration under the Securities Act either pursuant to (i) a Cashless Exercise or (ii) an exemption from registration under the Securities Act (the “Opinion of Counsel”). In the event that the Company determines that it does not wish to file and maintain the effectiveness of an Additional Registration Statement in compliance with the terms of this paragraph and delivers the Opinion of Counsel, no later than two (2) Business Days after the delivery of such Opinion of Counsel, the Company shall issue a press release announcing that it has determined not to file and maintain the effectiveness of an Additional Registration Statement, and explaining in reasonable detail the basis on which the Delayed Exercise Warrant Shares may be issued to and freely resold by holders of Delayed Exercise Warrants who are not Affiliates of the Company upon the exercise of the Delayed Exercise Warrants. The provisions of this Section 7.5 may not be modified, amended or deleted without the prior written consent of the Representative.

Additional Registration Statement. No later than five In the event the Current Market Price declines to $.75 per share or less and each time thereafter that the Current Market Price declines by 20% (5) Business Days after the Authorized Shares Increase Dateeach such date, a "DECLINE DATE"), the Company shall shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Investor, file an additional Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares and exercise of the Warrants (the "ADDITIONAL REGISTRABLE SECURITIES") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $.25 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 20% less than the Conversion Price assumed with respect to the immediately preceding Additional Registration Statement. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Investor, prepare and file with the Commission not later than the 30th day thereafter, a registration statement (which Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall be on Form S-3 unless use its best efforts to cause the Company is not then eligible Commission to use Form S-3 to register the Delayed Exercise Warrant Shares) for the registration declare such Registration Statement effective under the Securities Act of the Delayed Exercise Warrant Shares (the “Additional Registration Statement”), and it shall take such reasonable action as is necessary to qualify for sale, in those states in which the Delayed Exercise Warrants were initially offered by the Company, the Delayed Exercise Warrant Shares, provided, however, that no such qualification shall be required in any jurisdiction where, promptly as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdictionpracticable but not later than 60 days thereafter. The Company shall use its commercially reasonable efforts not include any other securities in the Registration Statement relating to cause the offer and sale of such Additional Registrable Securities. If the Additional Registration Statement to become effective as promptly as practicable and in no event later than the time that the Delayed Exercise Warrants first become exercisable in accordance with their terms and shall use its commercially reasonable efforts to maintain the effectiveness and availability of such registration statement until the earlier of is not (i) filed with the expiration of Commission within 30 days after the Delayed Exercise Warrants in accordance with their terms Decline Date or (ii) declared effective by the time no Delayed Exercise Warrants remain outstanding. The Commission within 90 days after the Decline Date (either of which, without duplication, an "ADDITIONAL REGISTRATION DATE"), then the Company shall take all commercially reasonable action make the payments to include the Delayed Exercise Warrant Shares Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and 3.5% for listing each Additional Computation Date thereafter, calculated on a pro rata basis to the NYSE Amex or for listing or quotation on such exchange or trading market date on which the Common Stock Additional Registration Statement is then listed or quoted on or prior to filed with (in the date that the Delayed Exercise Warrants first become exercisable in accordance with their terms. Notwithstanding the provisions of this Section 7.5, the Company shall not be required to file or maintain the effectiveness event of an Additional Registration Statement Date pursuant to clause (i) above) or declared effective by (in the event that the Company delivers to the Representative and the Warrant Agent an opinion (in form and substance reasonably satisfactory to the Representative) of outside counsel to the Company reasonably satisfactory to the Representative to the effect that the issuance of the Delayed Exercise Warrant Shares to the holders of the Delayed Exercise Warrants is exempt from the registration requirements of the Securities Act and may be freely resold by any holder of Delayed Exercise Warrants that is not an Affiliate at the time of exercise without further registration under the Securities Act either pursuant to (i) a Cashless Exercise or (ii) an exemption from registration under the Securities Act (the “Opinion of Counsel”). In the event that the Company determines that it does not wish to file and maintain the effectiveness of an Additional Registration Statement in compliance with Date pursuant to clause (ii) above) the terms of this paragraph and delivers Commission (the Opinion of Counsel, no later than two (2) Business Days after the delivery of such Opinion of Counsel, "ADDITIONAL PERIODIC AMOUNT"). The full Additional Periodic Amount shall be paid by the Company shall issue a press release announcing that it has determined not to file and maintain the effectiveness Investor by wire transfer of an immediately available funds within three days after each Additional Registration Statement, and explaining in reasonable detail the basis on which the Delayed Exercise Warrant Shares may be issued to and freely resold by holders of Delayed Exercise Warrants who are not Affiliates of the Company upon the exercise of the Delayed Exercise Warrants. The provisions of this Section 7.5 may not be modified, amended or deleted without the prior written consent of the RepresentativeComputation Date.

Additional Registration Statement. No later than five (5) Business Days business days after the Authorized Shares Increase Capital Event Date, the Company shall file with the Commission a registration statement (which shall be on Form S-3 unless the Company is not then eligible to use Form S-3 to register the Delayed Exercise Warrant Shares) for the registration under the Securities Act of the Delayed Exercise Warrant Shares (the “Additional Registration Statement”), and it shall take such reasonable action as is necessary to qualify for sale, in those states in which the Delayed Exercise Warrants were Warrant was initially offered by the Company, the Delayed Exercise Warrant Shares, provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The Company shall use its commercially reasonable efforts to cause the Additional Registration Statement to become effective as promptly as practicable and in no event later than the time that the Delayed Exercise Warrants Warrant first become becomes exercisable in accordance with their its terms and shall use its commercially reasonable efforts to maintain the effectiveness and availability of such registration statement until the earlier of (i) the expiration of the Delayed Exercise Warrants Warrant in accordance with their its terms or (ii) the time the Warrant is no Delayed Exercise Warrants remain longer outstanding. The Company shall take all commercially reasonable action to include the Delayed Exercise Warrant Shares for listing on the NYSE Amex or for listing or quotation on such exchange or trading market on which the Common Stock is then listed or quoted an Eligible Market (as defined in Section 16(e) below) on or prior to the date that the Delayed Exercise Warrants Warrant first become becomes exercisable in accordance with their its terms. Notwithstanding the provisions of this Section 7.58(b), the Company shall not be required to file or maintain the effectiveness of an Additional Registration Statement in the event that the Company delivers to the Representative Underwriter and the Warrant Escrow Agent an opinion (in form and substance reasonably satisfactory to the RepresentativeUnderwriter) of outside counsel to the Company reasonably satisfactory to the Representative Underwriter to the effect that the issuance of the Delayed Exercise Warrant Shares to the holders of the Delayed Exercise Warrants Holder is exempt from the registration requirements of the Securities Act and may be freely resold by any holder of Delayed Exercise Warrants that the Holder if it is not an Affiliate affiliate at the time of exercise without further registration under the Securities Act either pursuant to either (i) a Cashless Exercise cashless exercise or (ii) an exemption from registration under the Securities Act (the “Opinion of Counsel”). In the event that the Company determines that it does not wish to file and maintain the effectiveness of an Additional Registration Statement in compliance with the terms of this paragraph and delivers the Opinion of Counsel, no later than two (2) Business Days business days after the delivery of such Opinion of Counsel, the Company shall issue a press release announcing that it has determined not to file and maintain the effectiveness of an Additional Registration Statement, and explaining in reasonable detail the basis on which the Delayed Exercise Warrant Shares may be issued to and freely resold by holders of Delayed Exercise Warrants who are not Affiliates of the Company Holder upon the exercise of the Delayed Exercise WarrantsWarrant. Any exercise of this Warrant after the issuance of such press release shall only be effected by cashless exercise as provided in Section 1(d) above. The provisions of this Section 7.5 8(b) may not be modified, amended or deleted without the Underwriter’s prior written consent of the Representativeconsent.

Additional Registration Statement. No later than five In the event the Current Market Price declines to $0.80 per share or less (5) Business Days after the Authorized Shares Increase "Decline Date"), the Company shall shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, file an additional Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares and exercise of the Warrants (the "Additional Registrable Securities") in addition to those previously registered, assuming a Conversion Price of $0.30 per share. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Initial Investor, prepare and file with the Commission not later than the 30th day thereafter, a registration statement (which Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall be on Form S-3 unless use its best efforts to cause the Company is not then eligible Commission to use Form S-3 to register the Delayed Exercise Warrant Shares) for the registration declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Delayed Exercise Warrant Shares Additional Registration Statement is not (i) filed with the Commission within 30 days after the Decline Date or (ii) declared effective by the Commission within 90 days after the Decline Date (either of which, without duplication, an "Additional Registration Date"), then the Company shall make the payments to the Initial Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and for each Additional Computation Date thereafter, calculated on a pro rata basis to the date on which the Additional Registration Statement is filed with (in the event of an Additional Registration Date pursuant to clause (i) above) or declared effective by (in the event of an Additional Registration Date pursuant to clause (ii) above) the Commission (the “"Additional Registration Statement”), and it shall take such reasonable action as is necessary to qualify for sale, in those states in which the Delayed Exercise Warrants were initially offered by the Company, the Delayed Exercise Warrant Shares, Periodic Amount") provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The Company shall use its commercially reasonable efforts to cause the Additional Registration Statement to become effective as promptly as practicable and in no event later shall the liquidated damages be less than the time that the Delayed Exercise Warrants first become exercisable in accordance with their terms and shall use its commercially reasonable efforts to maintain the effectiveness and availability of such registration statement until the earlier of (i) the expiration of the Delayed Exercise Warrants in accordance with their terms or (ii) the time no Delayed Exercise Warrants remain outstanding$25,000. The full Additional Periodic Amount shall be paid by the Company shall take all commercially reasonable action to include the Delayed Exercise Warrant Shares for listing on the NYSE Amex or for listing or quotation on such exchange or trading market on which the Common Stock is then listed or quoted on or prior to the date that the Delayed Exercise Warrants first become exercisable in accordance with their terms. Notwithstanding the provisions Initial Investor by wire transfer of this Section 7.5, the Company shall not be required to file or maintain the effectiveness of an immediately available funds within three days after each Additional Registration Statement in the event that the Company delivers to the Representative and the Warrant Agent an opinion (in form and substance reasonably satisfactory to the Representative) of outside counsel to the Company reasonably satisfactory to the Representative to the effect that the issuance of the Delayed Exercise Warrant Shares to the holders of the Delayed Exercise Warrants is exempt from the registration requirements of the Securities Act and may be freely resold by any holder of Delayed Exercise Warrants that is not an Affiliate at the time of exercise without further registration under the Securities Act either pursuant to (i) a Cashless Exercise or (ii) an exemption from registration under the Securities Act (the “Opinion of Counsel”). In the event that the Company determines that it does not wish to file and maintain the effectiveness of an Additional Registration Statement in compliance with the terms of this paragraph and delivers the Opinion of Counsel, no later than two (2) Business Days after the delivery of such Opinion of Counsel, the Company shall issue a press release announcing that it has determined not to file and maintain the effectiveness of an Additional Registration Statement, and explaining in reasonable detail the basis on which the Delayed Exercise Warrant Shares may be issued to and freely resold by holders of Delayed Exercise Warrants who are not Affiliates of the Company upon the exercise of the Delayed Exercise Warrants. The provisions of this Section 7.5 may not be modified, amended or deleted without the prior written consent of the RepresentativeComputation Date.

Additional Registration Statement. No later than five In the event the Current Market Price declines to $.50 per share or less and each time thereafter that the Current Market Price declines by 20% (5) Business Days after the Authorized Shares Increase Dateeach such date, a "DECLINE DATE"), the Company shall shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, file an additional Registration Statement (an "ADDITIONAL REGISTRATION STATEMENT") or pre-effective amendment to the original Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares and exercise of the Warrants (the "ADDITIONAL REGISTRABLE SECURITIES") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $.50 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 20% less than the Conversion Price assumed with respect to the immediately preceding Additional Registration Statement The Company shall, to the extent required by the Securities Act, as reasonably determined by the Initial Investor, prepare and file with the Commission not later than the 30th day thereafter, a registration statement (which Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall be on Form S-3 unless use its best efforts to cause the Company is not then eligible Commission to use Form S-3 to register the Delayed Exercise Warrant Shares) for the registration declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Delayed Exercise Warrant Shares Additional Registration Statement is not (i) filed with the Commission within 30 days after the Decline Date or (ii) declared effective by the Commission within 90 days after the Decline Date (either of which, without duplication, an "ADDITIONAL REGISTRATION DATE"), then the Company shall make the payments to the Initial Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and for each Additional Computation Date thereafter, calculated on a pro rata basis to the date on which the Additional Registration Statement is filed with (in the event of an Additional Registration Date pursuant to clause (i) above) or declared effective by (in the event of an Additional Registration Date pursuant to clause (ii) above) the Commission (the “Additional Registration Statement”), and it shall take such reasonable action as is necessary to qualify for sale, in those states in which the Delayed Exercise Warrants were initially offered by the Company, the Delayed Exercise Warrant Shares, "ADDITIONAL PERIODIC AMOUNT") provided, however, that in no such qualification event shall the liquidated damages be required in any jurisdiction whereless than $25,000; provided, as a result thereoffurther, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The Company shall use its commercially reasonable efforts to cause however, that if the Additional Registration Statement to become is not declared effective as promptly as practicable and by the Commission within 120 days after the Additional Registration Date set forth in no event later than the time that the Delayed Exercise Warrants first become exercisable in accordance with their terms and shall use its commercially reasonable efforts to maintain the effectiveness and availability of such registration statement until the earlier of (i) the expiration of the Delayed Exercise Warrants in accordance with their terms or clause (ii) above, then the time no Delayed Exercise Warrants remain outstanding. The Company Liquidated Damage Rate shall take all commercially reasonable action increase to include the Delayed Exercise Warrant Shares for listing on the NYSE Amex or for listing or quotation on such exchange or trading market on which the Common Stock is then listed or quoted on or prior to the date 4%; provided, further, however, that the Delayed Exercise Warrants first become exercisable Liquidated Damage Rate shall increase by 1% for each 30 day period after the 120th day after the Additional Registration Date set forth in accordance with their terms. Notwithstanding clause (ii) above that the provisions of this Section 7.5, the Company shall not be required to file or maintain the effectiveness of an Additional Registration Statement in is not declared effective by the event that Commission. The full Additional Periodic Amount shall be paid by the Company delivers to the Representative and the Warrant Agent an opinion (in form and substance reasonably satisfactory to the Representative) Initial Investor by wire transfer of outside counsel to the Company reasonably satisfactory to the Representative to the effect that the issuance of the Delayed Exercise Warrant Shares to the holders of the Delayed Exercise Warrants is exempt from the registration requirements of the Securities Act and may be freely resold by any holder of Delayed Exercise Warrants that is not an Affiliate at the time of exercise without further registration under the Securities Act either pursuant to (i) a Cashless Exercise or (ii) an exemption from registration under the Securities Act (the “Opinion of Counsel”). In the event that the Company determines that it does not wish to file and maintain the effectiveness of an immediately available funds within three days after each Additional Registration Statement in compliance with the terms of this paragraph and delivers the Opinion of Counsel, no later than two (2) Business Days after the delivery of such Opinion of Counsel, the Company shall issue a press release announcing that it has determined not to file and maintain the effectiveness of an Additional Registration Statement, and explaining in reasonable detail the basis on which the Delayed Exercise Warrant Shares may be issued to and freely resold by holders of Delayed Exercise Warrants who are not Affiliates of the Company upon the exercise of the Delayed Exercise Warrants. The provisions of this Section 7.5 may not be modified, amended or deleted without the prior written consent of the RepresentativeComputation Date.

Additional Registration Statement. No later than five In the event the Current Market Price declines to $.75 per share or less and each time thereafter that the Current Market Price declines by 25% (5) Business Days after the Authorized Shares Increase Dateeach such date, a "DECLINE DATE"), the Company shall shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, file an additional Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares and exercise of the Warrants (the "ADDITIONAL REGISTRABLE SECURITIES") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $.25 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 25% less than the Conversion Price assumed with respect to the immediately preceding Additional Registration Statement. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Initial Investor, prepare and file with the Commission not later than the 30th day thereafter, a registration statement (which Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall be on Form S-3 unless use its best efforts to cause the Company is not then eligible Commission to use Form S-3 to register the Delayed Exercise Warrant Shares) for the registration declare such Registration Statement effective under the Securities Act of the Delayed Exercise Warrant Shares (the “Additional Registration Statement”), and it shall take such reasonable action as is necessary to qualify for sale, in those states in which the Delayed Exercise Warrants were initially offered by the Company, the Delayed Exercise Warrant Shares, provided, however, that no such qualification shall be required in any jurisdiction where, promptly as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdictionpracticable but not later than 60 days thereafter. The Company shall use its commercially reasonable efforts not include any other securities in the Registration Statement relating to cause the offer and sale of such Additional Registrable Securities. If the Additional Registration Statement to become effective as promptly as practicable and in no event later than the time that the Delayed Exercise Warrants first become exercisable in accordance with their terms and shall use its commercially reasonable efforts to maintain the effectiveness and availability of such registration statement until the earlier of is not (i) filed with the expiration of Commission within 30 days after the Delayed Exercise Warrants in accordance with their terms Decline Date or (ii) declared effective by the time no Delayed Exercise Warrants remain outstanding. The Commission within 60 days after the Decline Date (either of which, without duplication, an "ADDITIONAL REGISTRATION DATE"), then the Company shall take all commercially reasonable action make the payments to include the Delayed Exercise Warrant Shares Initial Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and 3.5% for listing each Additional Computation Date thereafter, calculated on a pro rata basis to the NYSE Amex or for listing or quotation on such exchange or trading market date on which the Common Stock Additional Registration Statement is then listed or quoted on or prior to filed with (in the date that the Delayed Exercise Warrants first become exercisable in accordance with their terms. Notwithstanding the provisions of this Section 7.5, the Company shall not be required to file or maintain the effectiveness event of an Additional Registration Statement Date pursuant to clause (i) above) or declared effective by (in the event that the Company delivers to the Representative and the Warrant Agent an opinion (in form and substance reasonably satisfactory to the Representative) of outside counsel to the Company reasonably satisfactory to the Representative to the effect that the issuance of the Delayed Exercise Warrant Shares to the holders of the Delayed Exercise Warrants is exempt from the registration requirements of the Securities Act and may be freely resold by any holder of Delayed Exercise Warrants that is not an Affiliate at the time of exercise without further registration under the Securities Act either pursuant to (i) a Cashless Exercise or (ii) an exemption from registration under the Securities Act (the “Opinion of Counsel”). In the event that the Company determines that it does not wish to file and maintain the effectiveness of an Additional Registration Statement in compliance with Date pursuant to clause (ii) above) the terms of this paragraph and delivers Commission (the Opinion of Counsel, no later than two (2) Business Days after the delivery of such Opinion of Counsel, "ADDITIONAL PERIODIC AMOUNT"). The full Additional Periodic Amount shall be paid by the Company shall issue a press release announcing that it has determined not to file and maintain the effectiveness Initial Investor by wire transfer of an immediately available funds within three days after each Additional Registration Statement, and explaining in reasonable detail the basis on which the Delayed Exercise Warrant Shares may be issued to and freely resold by holders of Delayed Exercise Warrants who are not Affiliates of the Company upon the exercise of the Delayed Exercise Warrants. The provisions of this Section 7.5 may not be modified, amended or deleted without the prior written consent of the RepresentativeComputation Date.

Additional Registration Statement. No later than five In the event the Current Market Price declines to $3.00 per share or less and each time thereafter that the Current Market Price declines by 20% (5) Business Days after the Authorized Shares Increase Dateeach such date, a "DECLINE DATE"), the Company shall shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, file an additional Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares and exercise of the Warrants (the "ADDITIONAL REGISTRABLE SECURITIES") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $1.50 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 20% less than the Conversion Price assumed with respect to the immediately preceding Additional Registration Statement. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Initial Investor, prepare and file with the Commission not later than the 30th day thereafter, a registration statement (which Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall be on Form S-3 unless use its best efforts to cause the Company is not then eligible Commission to use Form S-3 to register the Delayed Exercise Warrant Shares) for the registration declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Delayed Exercise Warrant Shares Additional Registration Statement is not (i) filed with the Commission within 30 days after the Decline Date or (ii) declared effective by the Commission within 90 days after the Decline Date (either of which, without duplication, an "ADDITIONAL REGISTRATION DATE"), then the Company shall make the payments to the Initial Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and for each Additional Computation Date thereafter, calculated on a pro rata basis to the date on which the Additional Registration Statement is filed with (in the event of an Additional Registration Date pursuant to clause (i) above) or declared effective by (in the event of an Additional Registration Date pursuant to clause (ii) above) the Commission (the “Additional Registration Statement”), and it shall take such reasonable action as is necessary to qualify for sale, in those states in which the Delayed Exercise Warrants were initially offered by the Company, the Delayed Exercise Warrant Shares, "ADDITIONAL PERIODIC AMOUNT") provided, however, that in no such qualification event shall the liquidated damages be required in any jurisdiction whereless than $25,000; provided, as a result thereoffurther, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The Company shall use its commercially reasonable efforts to cause however, that if the Additional Registration Statement to become is not declared effective as promptly as practicable and by the Commission within 120 days after the Additional Registration Date set forth in no event later than the time that the Delayed Exercise Warrants first become exercisable in accordance with their terms and shall use its commercially reasonable efforts to maintain the effectiveness and availability of such registration statement until the earlier of (i) the expiration of the Delayed Exercise Warrants in accordance with their terms or clause (ii) above, then the time no Delayed Exercise Warrants remain outstanding. The Company Liquidated Damage Rate shall take all commercially reasonable action increase to include the Delayed Exercise Warrant Shares for listing on the NYSE Amex or for listing or quotation on such exchange or trading market on which the Common Stock is then listed or quoted on or prior to the date 4%; provided, further, however, that the Delayed Exercise Warrants first become exercisable Liquidated Damage Rate shall increase by 1% for each 30 day period after the 120th day after the Additional Registration Date set forth in accordance with their terms. Notwithstanding clause (ii) above that the provisions of this Section 7.5, the Company shall not be required to file or maintain the effectiveness of an Additional Registration Statement in is not declared effective by the event that Commission. The full Additional Periodic Amount shall be paid by the Company delivers to the Representative and the Warrant Agent an opinion (in form and substance reasonably satisfactory to the Representative) Initial Investor by wire transfer of outside counsel to the Company reasonably satisfactory to the Representative to the effect that the issuance of the Delayed Exercise Warrant Shares to the holders of the Delayed Exercise Warrants is exempt from the registration requirements of the Securities Act and may be freely resold by any holder of Delayed Exercise Warrants that is not an Affiliate at the time of exercise without further registration under the Securities Act either pursuant to (i) a Cashless Exercise or (ii) an exemption from registration under the Securities Act (the “Opinion of Counsel”). In the event that the Company determines that it does not wish to file and maintain the effectiveness of an immediately available funds within three days after each Additional Registration Statement in compliance with the terms of this paragraph and delivers the Opinion of Counsel, no later than two (2) Business Days after the delivery of such Opinion of Counsel, the Company shall issue a press release announcing that it has determined not to file and maintain the effectiveness of an Additional Registration Statement, and explaining in reasonable detail the basis on which the Delayed Exercise Warrant Shares may be issued to and freely resold by holders of Delayed Exercise Warrants who are not Affiliates of the Company upon the exercise of the Delayed Exercise Warrants. The provisions of this Section 7.5 may not be modified, amended or deleted without the prior written consent of the RepresentativeComputation Date.

Additional Registration Statement. No later than five (5) Business Days after In the Authorized Shares Increase Dateevent the Current Market Price declines to a price per share the result of which is that the Company cannot satisfy its conversion obligations to Initial Investor hereunder, the Company shall shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, file an additional Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Debenture (the "ADDITIONAL REGISTRABLE SECURITIES") in addition to those previously registered. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Initial Investor, prepare and file with the Commission not later than the 30th day thereafter, a Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than the Deadline. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. (D) (i) If the Company proposes to register any of its warrants, Common Stock or any other shares of common stock of the Company under the Securities Act (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock or any other shares of common stock of the Company issuable upon exercise of employee share options or in connection with any employee benefit or similar plan of the Company or (C) in connection with a direct or indirect acquisition by the Company of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, it will each such time, give prompt written notice at least 20 days prior to the anticipated filing date of the registration statement relating to such registration to each Investor, which notice shall set forth such Investor's rights under this Section 2(D) and shall offer such Investor the opportunity to include in such registration statement such number of Registrable Securities as such Investor may request. Upon the written request of any Investor made within 10 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be on Form S-3 unless disposed of by such Investor), the Company is not then eligible will use its best efforts to use Form S-3 to register the Delayed Exercise Warrant Shares) for effect the registration under the Securities Act of all Registrable Securities that the Delayed Exercise Warrant Shares (Company has been so requested to register by each Investor, to the “Additional Registration Statement”), and it shall take such reasonable action as is necessary extent requisite to qualify for sale, in those states in which permit the Delayed Exercise Warrants were initially offered by disposition of the Company, the Delayed Exercise Warrant Shares, Registrable Securities so to be registered; provided, however, that no (A) if such qualification shall be required registration involves -------- a Public Offering, each Investor must sell its Registrable Securities to any underwriters selected by the Company with the consent of such Investor on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2 and prior to the effective date of the registration statement filed in any jurisdiction where, as a result thereofconnection with such registration, the Company would shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to each Investor and, thereupon, shall be subject relieved of its obligation to service of general process or to taxation as a foreign corporation doing business register any Registrable Securities in connection with such jurisdictionregistration. The Company Company's obligations under this Section 2(D) shall use its commercially reasonable efforts to cause the Additional Registration Statement to become effective as promptly as practicable and in no event later than the time that the Delayed Exercise Warrants first become exercisable in accordance with their terms and shall use its commercially reasonable efforts to maintain the effectiveness and availability of such registration statement until the earlier of (i) the expiration of the Delayed Exercise Warrants in accordance with their terms or (ii) the time no Delayed Exercise Warrants remain outstanding. The Company shall take all commercially reasonable action to include the Delayed Exercise Warrant Shares for listing terminate on the NYSE Amex or for listing or quotation on such exchange or trading market on which the Common Stock is then listed or quoted on or prior to the date that the Delayed Exercise Warrants first become exercisable registration statement to be filed in accordance with their termsSection 2(A) is declared effective by the Commission. Notwithstanding (ii) If a registration pursuant to this Section 2(D) involves a Public Offering and the managing underwriter thereof advises the Company that, in its view, the number of shares of Common Stock that the Company and the Investors intend to include in such registration exceeds the largest number of shares of Common Stock that can be sold without having an adverse effect on such Public Offering (the "MAXIMUM OFFERING SIZE"), the Company will include in such registration only such number of shares of Common Stock as does not exceed the Maximum Offering Size, and the number of shares in the Maximum Offering Size shall be allocated among the Company, the Investors and any other sellers of Common Stock in such Public Offering ("THIRD-PARTY SELLERS"), first, pro rata among the Investors until all the shares of Common Stock originally proposed to be offered for sale by the Investors have been allocated, and second, pro rata among the Company and any Third-Party Sellers, in each case on the basis of the relative number of shares of Common Stock originally proposed to be offered for sale under such registration by each of the Investors, the Company and the Third-Party Sellers, as the case may be. If as a result of the proration provisions of this Section 7.52(D)(ii), any Investor is not entitled to include all such Registrable Securities in such registration, such Investor may elect to withdraw its request to include any Registrable Securities in such registration. With respect to registrations pursuant to this Section 2(D), the number of securities required to satisfy any underwriters' over-allotment option shall be allocated among the Company, the Investors and any Third Party Seller pro rata on the basis of the relative number of securities offered for sale under such registration by each of the Investors, the Company shall not be required to file or maintain the effectiveness of an Additional Registration Statement in the event that the Company delivers to the Representative and the Warrant Agent an opinion (in form and substance reasonably satisfactory to the Representative) of outside counsel to the Company reasonably satisfactory to the Representative to the effect that the issuance of the Delayed Exercise Warrant Shares to the holders of the Delayed Exercise Warrants is exempt from the registration requirements of the Securities Act and may be freely resold by any holder of Delayed Exercise Warrants that is not an Affiliate at the time of exercise without further registration under the Securities Act either pursuant to (i) a Cashless Exercise or (ii) an exemption from registration under the Securities Act (the “Opinion of Counsel”). In the event that the Company determines that it does not wish to file and maintain the effectiveness of an Additional Registration Statement in compliance with the terms of this paragraph and delivers the Opinion of Counsel, no later than two (2) Business Days after the delivery of such Opinion of Counsel, the Company shall issue a press release announcing that it has determined not to file and maintain the effectiveness of an Additional Registration Statement, and explaining in reasonable detail the basis on which the Delayed Exercise Warrant Shares may be issued to and freely resold by holders of Delayed Exercise Warrants who are not Affiliates of the Company upon Third Party Sellers before the exercise of the Delayed Exercise Warrants. The provisions of this Section 7.5 may not be modified, amended or deleted without the prior written consent of the Representativesuch over-allotment option.

Additional Registration Statement. No Promptly following the Share Increase Date but no later than five (5) Business Days after the Authorized Shares Share Increase DateDate (the “Additional Filing Deadline”), the Company shall prepare and file with the Commission a registration statement (which shall be SEC one Registration Statement on Form S-3 unless S-1, covering the Company is not then eligible to use Form S-3 to register the Delayed Exercise Warrant Shares) for the registration under the Securities Act resale of the Delayed Exercise Warrant Shares (Remaining Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the “Additional Registration Statement”), and it shall take such reasonable action plan of distribution attached hereto as is necessary to qualify for sale, in those states in which the Delayed Exercise Warrants were initially offered by the Company, the Delayed Exercise Warrant Shares, Exhibit A; provided, however, that no such qualification Investor shall be required named as an “underwriter” in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The Company shall use its commercially reasonable efforts to cause the Additional Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover pursuant to become effective as promptly as practicable and Rule 416 such indeterminate number of additional shares of Common Stock due to an increase in no event later than the time that the Delayed Exercise Warrants first become exercisable in accordance with their terms and shall use its commercially reasonable efforts to maintain the effectiveness and availability number of such registration statement until the earlier of (i) the expiration of the Delayed Exercise Warrants in accordance with their terms or (ii) the time no Delayed Exercise Warrants remain outstanding. The Company shall take all commercially reasonable action to include the Delayed Exercise Series B Warrant Shares for listing on the NYSE Amex or for listing or quotation on such exchange or trading market on which the Common Stock is then listed or quoted on or prior to the date that the Delayed Exercise Warrants first become exercisable in accordance with their terms. Notwithstanding the provisions of this Section 7.5, the Company shall not be required to file or maintain the effectiveness of an Additional Registration Statement resulting from changes in the event that the Company delivers to the Representative and the Warrant Agent an opinion (in form and substance reasonably satisfactory to the Representative) of outside counsel to the Company reasonably satisfactory to the Representative to the effect that the issuance of the Delayed Exercise Warrant Shares to the holders of the Delayed Exercise Warrants is exempt from the registration requirements of the Securities Act and may be freely resold by any holder of Delayed Exercise Warrants that is not an Affiliate at the time of exercise without further registration under the Securities Act either Price pursuant to (i) a Cashless Exercise or (ii) an exemption from registration under the Securities Act (the “Opinion of Counsel”). In the event that the Company determines that it does not wish to file and maintain the effectiveness of an Additional Registration Statement in compliance with the terms of this paragraph and delivers the Opinion of Counsel, no later than two (2) Business Days after the delivery of such Opinion of Counsel, the Company shall issue a press release announcing that it has determined not to file and maintain the effectiveness of an Additional Registration Statement, and explaining in reasonable detail the basis on which the Delayed Exercise Warrant Shares may be issued to and freely resold by holders of Delayed Exercise Warrants who are not Affiliates of the Company upon the exercise of the Delayed Exercise Series B Warrants. The provisions Such Registration Statement shall not include any shares of this Section 7.5 may not be modified, amended Common Stock or deleted other securities for the account of any other holder without the prior written consent of the RepresentativeRequired Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Remaining Registrable Securities is not filed with the SEC on or prior to the Additional Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or pro rata for any portion thereof following the Initial Filing Deadline for which no Registration Statement is filed with respect to the Remaining Registrable Securities. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash no later than three (3) Business Days after the end of each 30-day period.

Additional Registration Statement. No later than five In the event the Current Market Price declines to $0.50 per share or less and each time thereafter that the Current Market Price declines by 20% (5) Business Days after the Authorized Shares Increase each such date, a "Decline Date"), the Company shall shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, file an additional Registration Statement (an "Additional Registration Statement") with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares and exercise of the Warrants (the "Additional Registrable Securities") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $0.50 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 20% less than the Conversion Price assumed with respect to the immediately preceding Additional Registration Statement. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Initial Investor, prepare and file with the Commission not later than the 30th day thereafter, a registration statement (which Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall be on Form S-3 unless use its best efforts to cause the Company is not then eligible Commission to use Form S-3 to register the Delayed Exercise Warrant Shares) for the registration declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Delayed Exercise Warrant Shares Additional Registration Statement is not (i) filed with the Commission within 30 days after the Decline Date or (ii) declared effective by the Commission within 90 days after the Decline Date (either of which, without duplication, an "Additional Registration Date"), then the Company shall make the payments to the Initial Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and for each Additional Computation Date thereafter, calculated on a pro rata basis to the date on which the Additional Registration Statement is filed with (in the event of an Additional Registration Date pursuant to clause (i) above) or declared effective by (in the event of an Additional Registration Date pursuant to clause (ii) above) the Commission (the “"Additional Registration Statement”), and it shall take such reasonable action as is necessary to qualify for sale, in those states in which the Delayed Exercise Warrants were initially offered by the Company, the Delayed Exercise Warrant Shares, Periodic Amount") provided, however, that in no such qualification event shall the liquidated damages be required in any jurisdiction whereless than $25,000; provided, as a result thereoffurther, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The Company shall use its commercially reasonable efforts to cause however, that if the Additional Registration Statement to become is not declared effective as promptly as practicable and by the Commission within 120 days after the Additional Registration Date set forth in no event later than the time that the Delayed Exercise Warrants first become exercisable in accordance with their terms and shall use its commercially reasonable efforts to maintain the effectiveness and availability of such registration statement until the earlier of (i) the expiration of the Delayed Exercise Warrants in accordance with their terms or clause (ii) above, then the time no Delayed Exercise Warrants remain outstanding. The Company Liquidated Damage Rate shall take all commercially reasonable action increase to include the Delayed Exercise Warrant Shares for listing on the NYSE Amex or for listing or quotation on such exchange or trading market on which the Common Stock is then listed or quoted on or prior to the date 4%; provided, further, however, that the Delayed Exercise Warrants first become exercisable Liquidated Damage Rate shall increase by 1% for each 30 day period after the 120th day after the Additional Registration Date set forth in accordance with their terms. Notwithstanding clause (ii) above that the provisions of this Section 7.5, the Company shall not be required to file or maintain the effectiveness of an Additional Registration Statement in is not declared effective by the event that Commission. The full Additional Periodic Amount shall be paid by the Company delivers to the Representative and the Warrant Agent an opinion (in form and substance reasonably satisfactory to the Representative) Initial Investor by wire transfer of outside counsel to the Company reasonably satisfactory to the Representative to the effect that the issuance of the Delayed Exercise Warrant Shares to the holders of the Delayed Exercise Warrants is exempt from the registration requirements of the Securities Act and may be freely resold by any holder of Delayed Exercise Warrants that is not an Affiliate at the time of exercise without further registration under the Securities Act either pursuant to (i) a Cashless Exercise or (ii) an exemption from registration under the Securities Act (the “Opinion of Counsel”). In the event that the Company determines that it does not wish to file and maintain the effectiveness of an immediately available funds within three days after each Additional Registration Statement in compliance with the terms of this paragraph and delivers the Opinion of Counsel, no later than two (2) Business Days after the delivery of such Opinion of Counsel, the Company shall issue a press release announcing that it has determined not to file and maintain the effectiveness of an Additional Registration Statement, and explaining in reasonable detail the basis on which the Delayed Exercise Warrant Shares may be issued to and freely resold by holders of Delayed Exercise Warrants who are not Affiliates of the Company upon the exercise of the Delayed Exercise Warrants. The provisions of this Section 7.5 may not be modified, amended or deleted without the prior written consent of the RepresentativeComputation Date.

Additional Registration Statement. No later than five In the event the Current Market Price declines to $1.50 or less (5the "Decline Date") Business Days at any time after the Authorized Shares Increase Initial Date, the Company shall shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, file an additional Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Stock (the "Additional Registrable Securities"), in addition to those previously registered, assuming a Conversion Price of $.75 per share. The Company shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, prepare and file with the Commission not later than thirty (30) days after the Decline Date, a registration statement relating to the offer and sale of such Additional Registrable Securities (which the "Additional Registration Statement") and shall be on Form S-3 unless use its best efforts to cause the Company is not then eligible Commission to use Form S-3 to register the Delayed Exercise Warrant Shares) for the registration declare such Additional Registration Statement effective under the Securities Act as promptly as practicable but not later than sixty (60) days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Delayed Exercise Warrant Shares Additional Registration Statement is not (i) filed with the Commission within thirty (30) days after the Decline Date or (ii) declared effective by the Commission within ninety (90) days after the Decline Date (either of which, without duplication, an "Additional Registration Date"), then the Company shall make payments to the Initial Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and for each Computation Date thereafter, calculated on a pro rata basis to the date on which the Additional Registration Statement is filed with or declared effective by the Commission (the “"Additional Registration Statement”Periodic Amount"), and it shall take such reasonable action as is necessary to qualify for sale, in those states in which the Delayed Exercise Warrants were initially offered by the Company, the Delayed Exercise Warrant Shares, ; provided, however, that in no such qualification event shall the liquidated damages be required in any jurisdiction whereless than $30,000 and; further provided, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The Company shall use its commercially reasonable efforts to cause that if the Additional Registration Statement to become is not declared effective as promptly as practicable by the Commission within one hundred and twenty (120) days after the Additional Registration Date set forth in no event later than the time that the Delayed Exercise Warrants first become exercisable in accordance with their terms and shall use its commercially reasonable efforts to maintain the effectiveness and availability of such registration statement until the earlier of (i) the expiration of the Delayed Exercise Warrants in accordance with their terms or clause (ii) above, then the time no Delayed Exercise Warrants remain outstanding. The Company Liquidated Damage Rate shall take all commercially reasonable action be increased to include the Delayed Exercise Warrant Shares for listing on the NYSE Amex or for listing or quotation on such exchange or trading market on which the Common Stock is then listed or quoted on or prior to the date 4% and; further provided, however, that the Delayed Exercise Warrants first become exercisable Liquidated Damage Rate shall increase by 1% for each thirty (30) day period after the one hundred and fiftieth (150th) day after the Additional Registration Date set forth in accordance with their terms. Notwithstanding clause (ii) above that the provisions of this Section 7.5, the Company shall not be required to file or maintain the effectiveness of an Additional Registration Statement in is not declared effective by the event that Commission. The full Additional Periodic Amount shall be paid by the Company delivers to the Representative and the Warrant Agent an opinion Initial Investor by wire transfer of immediately available funds within three (in form and substance reasonably satisfactory to the Representative3) of outside counsel to the Company reasonably satisfactory to the Representative to the effect that the issuance of the Delayed Exercise Warrant Shares to the holders of the Delayed Exercise Warrants is exempt from the registration requirements of the Securities Act and may be freely resold by any holder of Delayed Exercise Warrants that is not an Affiliate at the time of exercise without further registration under the Securities Act either pursuant to (i) a Cashless Exercise or (ii) an exemption from registration under the Securities Act (the “Opinion of Counsel”). In the event that the Company determines that it does not wish to file and maintain the effectiveness of an days after each Additional Registration Statement in compliance with the terms of this paragraph and delivers the Opinion of Counsel, no later than two (2) Business Days after the delivery of such Opinion of Counsel, the Company shall issue a press release announcing that it has determined not to file and maintain the effectiveness of an Additional Registration Statement, and explaining in reasonable detail the basis on which the Delayed Exercise Warrant Shares may be issued to and freely resold by holders of Delayed Exercise Warrants who are not Affiliates of the Company upon the exercise of the Delayed Exercise Warrants. The provisions of this Section 7.5 may not be modified, amended or deleted without the prior written consent of the RepresentativeComputation Date.

Additional Registration Statement. No later than five In the event the Current Market Price declines to $4.00 or less (5) Business Days after the Authorized Shares Increase "Decline Date"), the Company shall shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, file an additional Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Stock (the "Additional Registrable Securities"), in addition to those previously registered, assuming a Conversion Price of $.50 per share. The Company shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, prepare and file with the Commission not later than the 30th day after the Decline Date, a registration statement relating to the offer and sale of such Additional Registrable Securities (which the "Additional Registration Statement") and shall be on Form S-3 unless use its best efforts to cause the Company is not then eligible Commission to use Form S-3 to register the Delayed Exercise Warrant Shares) for the registration declare such Additional Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Delayed Exercise Warrant Shares Additional Registration Statement is not (i) filed with the Commission by the 30th day after the Decline Date or (ii) declared effective by the Commission within 120 days after the Decline Date (either of which, without duplication, an "Additional Registration Date"), then the Company shall make payments to the Initial Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and for each Computation Date thereafter, calculated on a pro rata basis to the date on which the Additional Registration Statement is filed with or declared effective by the Commission (the “"Additional Registration Statement”Periodic Amount"), and it shall take such reasonable action as is necessary to qualify for sale, in those states in which the Delayed Exercise Warrants were initially offered by the Company, the Delayed Exercise Warrant Shares, ; provided, however, that in no such qualification event shall the liquidated damages be required in any jurisdiction whereless than $30,000 and; further provided, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The Company shall use its commercially reasonable efforts to cause that if the Additional Registration Statement to become is not declared effective as promptly as practicable and by the Commission within 120 days after the Additional Registration Date set forth in no event later than the time that the Delayed Exercise Warrants first become exercisable in accordance with their terms and shall use its commercially reasonable efforts to maintain the effectiveness and availability of such registration statement until the earlier of (i) the expiration of the Delayed Exercise Warrants in accordance with their terms or clause (ii) above, then the time no Delayed Exercise Warrants remain outstanding. The Company Liquidated Damage Rate shall take all commercially reasonable action be increased to include the Delayed Exercise Warrant Shares for listing on the NYSE Amex or for listing or quotation on such exchange or trading market on which the Common Stock is then listed or quoted on or prior to the date 3% and; further provided, however, that the Delayed Exercise Warrants first become exercisable Liquidated Damage Rate shall increase by 1% for each 30 day period after the 150th day after the Additional Registration Date set forth in accordance with their terms. Notwithstanding clause (ii) above that the provisions of this Section 7.5, the Company shall not be required to file or maintain the effectiveness of an Additional Registration Statement in is not declared effective by the event that Commission. The full Additional Periodic Amount shall be paid by the Company delivers to the Representative and the Warrant Agent an opinion (in form and substance reasonably satisfactory to the Representative) Initial Investor by wire transfer of outside counsel to the Company reasonably satisfactory to the Representative to the effect that the issuance of the Delayed Exercise Warrant Shares to the holders of the Delayed Exercise Warrants is exempt from the registration requirements of the Securities Act and may be freely resold by any holder of Delayed Exercise Warrants that is not an Affiliate at the time of exercise without further registration under the Securities Act either pursuant to (i) a Cashless Exercise or (ii) an exemption from registration under the Securities Act (the “Opinion of Counsel”). In the event that the Company determines that it does not wish to file and maintain the effectiveness of an immediately available funds within three days after each Additional Registration Statement in compliance with the terms of this paragraph and delivers the Opinion of Counsel, no later than two (2) Business Days after the delivery of such Opinion of Counsel, the Company shall issue a press release announcing that it has determined not to file and maintain the effectiveness of an Additional Registration Statement, and explaining in reasonable detail the basis on which the Delayed Exercise Warrant Shares may be issued to and freely resold by holders of Delayed Exercise Warrants who are not Affiliates of the Company upon the exercise of the Delayed Exercise Warrants. The provisions of this Section 7.5 may not be modified, amended or deleted without the prior written consent of the RepresentativeComputation Date.

Additional Registration Statement. No later than five (5) Business Days after If the Authorized Shares Increase DateBank does not propose to amend the Initial Registration Statement or, if an Additional Registration Statement has been filed and the Bank does not propose to amend it and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of the Terms Agreement, the Company shall most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Act or, in the case of any Additional Registration Statement, Rule 462(b). The Initial Registration Statement and any Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a "Registration Statement." Copies of the Registration Statements, together with any post-effective amendments have been furnished to the Underwriters. The Bank proposes to file with the Commission pursuant to Rule 424 ("Rule 424") under the Act a registration statement supplement (which the "Prospectus Supplement") to the form of prospectus included in a Registration Statement (such prospectus, in the form it appears in a Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424 is hereinafter referred to as the "Basic Prospectus") relating to the Series Certificate and the Notes and the plan of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the "Final Prospectus." Except to the extent that the Underwriters shall agree in writing to a modification, the Final Prospectus shall be on Form S-3 unless in all substantial respects in the Company is not then eligible form furnished to use Form S-3 to register the Delayed Exercise Warrant Shares) for the registration under the Securities Act of the Delayed Exercise Warrant Shares (the “Additional Registration Statement”), and it shall take such reasonable action as is necessary to qualify for sale, in those states in which the Delayed Exercise Warrants were initially offered by the Company, the Delayed Exercise Warrant Shares, provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The Company shall use its commercially reasonable efforts to cause the Additional Registration Statement to become effective as promptly as practicable and in no event later than the time that the Delayed Exercise Warrants first become exercisable in accordance with their terms and shall use its commercially reasonable efforts to maintain the effectiveness and availability of such registration statement until the earlier of (i) the expiration of the Delayed Exercise Warrants in accordance with their terms or (ii) the time no Delayed Exercise Warrants remain outstanding. The Company shall take all commercially reasonable action to include the Delayed Exercise Warrant Shares for listing on the NYSE Amex or for listing or quotation on such exchange or trading market on which the Common Stock is then listed or quoted on or Underwriters prior to the date that execution of the Delayed Exercise Warrants first become exercisable in accordance with their terms. Notwithstanding the provisions of this Section 7.5relevant Terms Agreement, the Company shall not be required to file or maintain the effectiveness of an Additional Registration Statement in the event that the Company delivers to the Representative and extent not completed at such time, shall contain only such material changes as the Warrant Agent an opinion (in Bank has advised the Underwriters, prior to such time, will be included therein. Any preliminary form and substance reasonably satisfactory to the Representative) of outside counsel to the Company reasonably satisfactory to the Representative to the effect that the issuance of the Delayed Exercise Warrant Shares to the holders of the Delayed Exercise Warrants is exempt from the registration requirements of the Securities Act and may be freely resold by any holder of Delayed Exercise Warrants that is not an Affiliate at the time of exercise without further registration under the Securities Act either Prospectus Supplement which has heretofore been filed pursuant to (i) Rule 424 is hereinafter called a Cashless Exercise or (ii) an exemption from registration under the Securities Act (the “Opinion of Counsel”). In the event that the Company determines that it does not wish to file and maintain the effectiveness of an Additional Registration Statement in compliance with the terms of this paragraph and delivers the Opinion of Counsel, no later than two (2) Business Days after the delivery of such Opinion of Counsel, the Company shall issue a press release announcing that it has determined not to file and maintain the effectiveness of an Additional Registration Statement, and explaining in reasonable detail the basis on which the Delayed Exercise Warrant Shares may be issued to and freely resold by holders of Delayed Exercise Warrants who are not Affiliates of the Company upon the exercise of the Delayed Exercise Warrants. The provisions of this Section 7.5 may not be modified, amended or deleted without the prior written consent of the Representative."Preliminary Final Prospectus";

Additional Registration Statement. No later than five (5) Business Days In the event the Current Market Price declines to $3.00 per share or less, as the same may be adjusted from time to time for any subdivision or combination of shares of Common Stock after the Authorized Shares Increase date hereof (the date of such event, the "Decline Date"), the Company shall shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, file an additional Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares and exercise of the Warrants (the "Additional Registrable Securities") in addition to those previously registered, assuming a Conversion Price (as defined in the Certificate of Designation) of $0.30 per share. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Initial Investor, prepare and file with the Commission not later than the 30th day thereafter, a registration statement (which Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall be on Form S-3 unless use its best efforts to cause the Company is not then eligible Commission to use Form S-3 to register the Delayed Exercise Warrant Shares) for the registration declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Delayed Exercise Warrant Shares Additional Registration Statement is not (i) filed with the Commission within 30 days after the Decline Date or (ii) declared effective by the Commission within 90 days after the Decline Date (either of which, without duplication, an "Additional Registration Date"), then the Company shall make the payments to the Initial Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and for each Additional Computation Date thereafter, calculated on a pro rata basis to the date on which the Additional Registration Statement is filed with (in the event of an Additional Registration Date pursuant to clause (i) above) or declared effective by (in the event of an Additional Registration Date pursuant to clause (ii) above) the Commission (the “"Additional Registration Statement”), and it shall take such reasonable action as is necessary to qualify for sale, in those states in which the Delayed Exercise Warrants were initially offered by the Company, the Delayed Exercise Warrant Shares, Periodic Amount") provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The Company shall use its commercially reasonable efforts to cause the Additional Registration Statement to become effective as promptly as practicable and in no event later shall the liquidated damages be less than the time that the Delayed Exercise Warrants first become exercisable in accordance with their terms and shall use its commercially reasonable efforts to maintain the effectiveness and availability of such registration statement until the earlier of (i) the expiration of the Delayed Exercise Warrants in accordance with their terms or (ii) the time no Delayed Exercise Warrants remain outstanding$25,000. The full Additional Periodic Amount shall be paid by the Company shall take all commercially reasonable action to include the Delayed Exercise Warrant Shares for listing on the NYSE Amex or for listing or quotation on such exchange or trading market on which the Common Stock is then listed or quoted on or prior to the date that the Delayed Exercise Warrants first become exercisable in accordance with their terms. Notwithstanding the provisions Initial Investor by wire transfer of this Section 7.5, the Company shall not be required to file or maintain the effectiveness of an immediately available funds within three days after each Additional Registration Statement in the event that the Company delivers to the Representative and the Warrant Agent an opinion (in form and substance reasonably satisfactory to the Representative) of outside counsel to the Company reasonably satisfactory to the Representative to the effect that the issuance of the Delayed Exercise Warrant Shares to the holders of the Delayed Exercise Warrants is exempt from the registration requirements of the Securities Act and may be freely resold by any holder of Delayed Exercise Warrants that is not an Affiliate at the time of exercise without further registration under the Securities Act either pursuant to (i) a Cashless Exercise or (ii) an exemption from registration under the Securities Act (the “Opinion of Counsel”). In the event that the Company determines that it does not wish to file and maintain the effectiveness of an Additional Registration Statement in compliance with the terms of this paragraph and delivers the Opinion of Counsel, no later than two (2) Business Days after the delivery of such Opinion of Counsel, the Company shall issue a press release announcing that it has determined not to file and maintain the effectiveness of an Additional Registration Statement, and explaining in reasonable detail the basis on which the Delayed Exercise Warrant Shares may be issued to and freely resold by holders of Delayed Exercise Warrants who are not Affiliates of the Company upon the exercise of the Delayed Exercise Warrants. The provisions of this Section 7.5 may not be modified, amended or deleted without the prior written consent of the RepresentativeComputation Date.

Additional Registration Statement. No later than five In the event the Current Market Price declines to $3.00 per share or less and each time thereafter that the Current Market Price declines by 25% (5) Business Days after the Authorized Shares Increase Dateeach such date, a "DECLINE DATE"), the Company shall shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, file an additional Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares and exercise of the Warrants (the "ADDITIONAL REGISTRABLE SECURITIES") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $0.75 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 25% less than the Conversion Price assumed with respect to the immediately preceding Additional Registration Statement. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Initial Investor, prepare and file with the Commission not later than the 30th day thereafter, a registration statement (which Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall be on Form S-3 unless use its best efforts to cause the Company is not then eligible Commission to use Form S-3 to register the Delayed Exercise Warrant Shares) for the registration declare such Registration Statement effective under the Securities Act of the Delayed Exercise Warrant Shares (the “Additional Registration Statement”), and it shall take such reasonable action as is necessary to qualify for sale, in those states in which the Delayed Exercise Warrants were initially offered by the Company, the Delayed Exercise Warrant Shares, provided, however, that no such qualification shall be required in any jurisdiction where, promptly as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdictionpracticable but not later than 60 days thereafter. The Company shall use its commercially reasonable efforts not include any other securities in the Registration Statement relating to cause the offer and sale of such Additional Registrable Securities. If the Additional Registration Statement to become effective as promptly as practicable and in no event later than the time that the Delayed Exercise Warrants first become exercisable in accordance with their terms and shall use its commercially reasonable efforts to maintain the effectiveness and availability of such registration statement until the earlier of is not (i) filed with the expiration of Commission within 30 days after the Delayed Exercise Warrants in accordance with their terms Decline Date or (ii) declared effective by the time no Delayed Exercise Warrants remain outstanding. The Commission within 90 days after the Decline Date (either of which, without duplication, an "ADDITIONAL REGISTRATION DATE"), then the Company shall take all commercially reasonable action make the payments to include the Delayed Exercise Warrant Shares Initial Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and for listing each Additional Computation Date thereafter, calculated on a pro rata basis to the NYSE Amex or for listing or quotation on such exchange or trading market date on which the Common Stock Additional Registration Statement is then listed or quoted on or prior to filed with (in the date that the Delayed Exercise Warrants first become exercisable in accordance with their terms. Notwithstanding the provisions of this Section 7.5, the Company shall not be required to file or maintain the effectiveness event of an Additional Registration Statement Date pursuant to clause (i) above) or declared effective by (in the event that the Company delivers to the Representative and the Warrant Agent an opinion (in form and substance reasonably satisfactory to the Representative) of outside counsel to the Company reasonably satisfactory to the Representative to the effect that the issuance of the Delayed Exercise Warrant Shares to the holders of the Delayed Exercise Warrants is exempt from the registration requirements of the Securities Act and may be freely resold by any holder of Delayed Exercise Warrants that is not an Affiliate at the time of exercise without further registration under the Securities Act either pursuant to (i) a Cashless Exercise or (ii) an exemption from registration under the Securities Act (the “Opinion of Counsel”). In the event that the Company determines that it does not wish to file and maintain the effectiveness of an Additional Registration Date pursuant to clause (ii) above) the Commission (the "ADDITIONAL PERIODIC AMOUNT") PROVIDED, HOWEVER, that in no event shall the liquidated damages be less than $18,326; PROVIDED, FURTHER, HOWEVER, that if the Additional Registration Statement in compliance with is not declared effective by the terms of this paragraph and delivers the Opinion of Counsel, no later than two (2) Business Days Commission within 120 days after the delivery of such Opinion of CounselAdditional Registration Date set forth in clause (ii) above, then the Liquidated Damage Rate shall increase to 4%; PROVIDED, FURTHER, HOWEVER, that the Liquidated Damage Rate shall increase by 1% for each 30 day period after the 120th day after the Additional Registration Date set forth in clause (ii) above that the Additional Registration Statement is not declared effective by the Commission. The full Additional Periodic Amount shall be paid by the Company shall issue a press release announcing that it has determined not to file and maintain the effectiveness Initial Investor by wire transfer of an immediately available funds within three days after each Additional Registration Statement, and explaining in reasonable detail the basis on which the Delayed Exercise Warrant Shares may be issued to and freely resold by holders of Delayed Exercise Warrants who are not Affiliates of the Company upon the exercise of the Delayed Exercise Warrants. The provisions of this Section 7.5 may not be modified, amended or deleted without the prior written consent of the RepresentativeComputation Date.

Additional Registration Statement. No later than five In the event the Current Market Price declines to Five Dollars (5$5 (U.S.)) Business Days after per share or less and each time thereafter that the Authorized Shares Increase Current Market Price declines by ten percent (10%) (each such date, a "Decline Date"), the Company shall shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, file an additional Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Debenture and exercise of the Warrant (the "Additional Registrable Securities") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of Three Dollars ($3 U.S.)) per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of ten percent (10%) less than the Conversion Price assumed with respect to the immediately preceding Additional Registration Statement. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Initial Investor, prepare and file with the Commission not later than the 30th day thereafter, a registration statement (which Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall be on Form S-3 unless use its best efforts to cause the Company is not then eligible Commission to use Form S-3 to register the Delayed Exercise Warrant Shares) for the registration declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Additional Registration Statement is not (i) filed with the Commission within 30 days after the Decline Date or (ii) declared effective by the Commission within 90 days after the Decline Date (either of which, without duplication, an "Additional Registration Date"), then the Company shall make the payments to the Initial Investor equal to 2% (the "Liquidated Damage Rate") of the Delayed Exercise Warrant Shares Purchase Price (as defined in the Securities Purchase Agreement) from the Additional Registration Date to the first Additional Computation Date and for each Additional Computation Date thereafter, calculated on a pro rata basis to the date on which the Additional Registration Statement is filed with (in the event of an Additional Registration Date pursuant to clause (i) above) or declared effective by (in the event of an Additional Registration Date pursuant to clause (ii) above) the Commission (the “"Additional Registration Statement”), and it shall take such reasonable action as is necessary to qualify for sale, in those states in which the Delayed Exercise Warrants were initially offered by the Company, the Delayed Exercise Warrant Shares, Periodic Amount") provided, however, that in no such qualification event shall the liquidated damages be required less than -------- ------- $25,000; provided, further, however, that if the Additional Registration -------- ------- ------- Statement is not declared effective by the Commission within 120 days after the Additional Registration Date set forth in any jurisdiction whereclause (ii) above, as a result thereofthen the Liquidated Damage Rate shall increase to 4%; provided, further, however, that the Company would be subject to service of general process or to taxation as a foreign corporation doing business -------- ------- ------- Liquidated Damage Rate shall increase by 1% for each 30 day period after the 120/th/ day after the Additional Registration Date set forth in such jurisdiction. The Company shall use its commercially reasonable efforts to cause clause (ii) above that the Additional Registration Statement to become is not declared effective as promptly as practicable and in no event later than by the time that the Delayed Exercise Warrants first become exercisable in accordance with their terms and shall use its commercially reasonable efforts to maintain the effectiveness and availability of such registration statement until the earlier of (i) the expiration of the Delayed Exercise Warrants in accordance with their terms or (ii) the time no Delayed Exercise Warrants remain outstandingCommission. The full Additional Periodic Amount shall be paid by the Company shall take all commercially reasonable action to include the Delayed Exercise Warrant Shares for listing on the NYSE Amex or for listing or quotation on such exchange or trading market on which the Common Stock is then listed or quoted on or prior to the date that the Delayed Exercise Warrants first become exercisable in accordance with their terms. Notwithstanding the provisions Initial Investor by wire transfer of this Section 7.5, the Company shall not be required to file or maintain the effectiveness of an immediately available funds within three (3) days after each Additional Registration Statement in the event that the Company delivers to the Representative and the Warrant Agent an opinion (in form and substance reasonably satisfactory to the Representative) of outside counsel to the Company reasonably satisfactory to the Representative to the effect that the issuance of the Delayed Exercise Warrant Shares to the holders of the Delayed Exercise Warrants is exempt from the registration requirements of the Securities Act and may be freely resold by any holder of Delayed Exercise Warrants that is not an Affiliate at the time of exercise without further registration under the Securities Act either pursuant to (i) a Cashless Exercise or (ii) an exemption from registration under the Securities Act (the “Opinion of Counsel”). In the event that the Company determines that it does not wish to file and maintain the effectiveness of an Additional Registration Statement in compliance with the terms of this paragraph and delivers the Opinion of Counsel, no later than two (2) Business Days after the delivery of such Opinion of Counsel, the Company shall issue a press release announcing that it has determined not to file and maintain the effectiveness of an Additional Registration Statement, and explaining in reasonable detail the basis on which the Delayed Exercise Warrant Shares may be issued to and freely resold by holders of Delayed Exercise Warrants who are not Affiliates of the Company upon the exercise of the Delayed Exercise Warrants. The provisions of this Section 7.5 may not be modified, amended or deleted without the prior written consent of the RepresentativeComputation Date.

Additional Registration Statement. No later than five In the event the Current Market Price declines to $1.50 per share or less and each time thereafter that the Current Market Price declines by 10% (5) Business Days after the Authorized Shares Increase Dateeach such date, a "DECLINE DATE"), the Company shall shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, file an additional Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares and exercise of the Warrants (the "ADDITIONAL REGISTRABLE SECURITIES") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $.50 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 10% less than the Conversion Price assumed with respect to the immediately preceding Additional Registration Statement. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Initial Investor, prepare and file with the Commission not later than the 30th day thereafter, a registration statement (which Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall be on Form S-3 unless use its best efforts to cause the Company is not then eligible Commission to use Form S-3 to register the Delayed Exercise Warrant Shares) for the registration declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Delayed Exercise Warrant Shares Additional Registration Statement is not (i) filed with the Commission within 30 days after the Decline Date or (ii) declared effective by the Commission within 90 days after the Decline Date (either of which, without duplication, an "ADDITIONAL REGISTRATION DATE"), then the Company shall make the payments to the Initial Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and for each Additional Computation Date thereafter, calculated on a pro rata basis to the date on which the Additional Registration Statement is filed with (in the event of an Additional Registration Date pursuant to clause (i) above) or declared effective by (in the event of an Additional Registration Date pursuant to clause (ii) above) the Commission (the “Additional Registration Statement”), and it shall take such reasonable action as is necessary to qualify for sale, in those states in which the Delayed Exercise Warrants were initially offered by the Company, the Delayed Exercise Warrant Shares, "ADDITIONAL PERIODIC AMOUNT") provided, however, that in no such qualification event shall the liquidated damages be required in any jurisdiction whereless than $25,000; provided, as a result thereoffurther, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The Company shall use its commercially reasonable efforts to cause however, that if the Additional Registration Statement to become is not declared effective as promptly as practicable and by the Commission within 120 days after the Additional Registration Date set forth in no event later than the time that the Delayed Exercise Warrants first become exercisable in accordance with their terms and shall use its commercially reasonable efforts to maintain the effectiveness and availability of such registration statement until the earlier of (i) the expiration of the Delayed Exercise Warrants in accordance with their terms or clause (ii) above, then the time no Delayed Exercise Warrants remain outstanding. The Company Liquidated Damage Rate shall take all commercially reasonable action increase to include the Delayed Exercise Warrant Shares for listing on the NYSE Amex or for listing or quotation on such exchange or trading market on which the Common Stock is then listed or quoted on or prior to the date 3%; provided, further, however, that the Delayed Exercise Warrants first become exercisable Liquidated Damage Rate shall increase by 1% for each 30 day period after the 120th day after the Additional Registration Date set forth in accordance with their terms. Notwithstanding clause (ii) above that the provisions of this Section 7.5, the Company shall not be required to file or maintain the effectiveness of an Additional Registration Statement in is not declared effective by the event that Commission. The full Additional Periodic Amount shall be paid by the Company delivers to the Representative and the Warrant Agent an opinion (in form and substance reasonably satisfactory to the Representative) Initial Investor by wire transfer of outside counsel to the Company reasonably satisfactory to the Representative to the effect that the issuance of the Delayed Exercise Warrant Shares to the holders of the Delayed Exercise Warrants is exempt from the registration requirements of the Securities Act and may be freely resold by any holder of Delayed Exercise Warrants that is not an Affiliate at the time of exercise without further registration under the Securities Act either pursuant to (i) a Cashless Exercise or (ii) an exemption from registration under the Securities Act (the “Opinion of Counsel”). In the event that the Company determines that it does not wish to file and maintain the effectiveness of an immediately available funds within three days after each Additional Registration Statement in compliance with the terms of this paragraph and delivers the Opinion of Counsel, no later than two (2) Business Days after the delivery of such Opinion of Counsel, the Company shall issue a press release announcing that it has determined not to file and maintain the effectiveness of an Additional Registration Statement, and explaining in reasonable detail the basis on which the Delayed Exercise Warrant Shares may be issued to and freely resold by holders of Delayed Exercise Warrants who are not Affiliates of the Company upon the exercise of the Delayed Exercise Warrants. The provisions of this Section 7.5 may not be modified, amended or deleted without the prior written consent of the RepresentativeComputation Date.

Additional Registration Statement. No later than five In the event the Current Market Price declines to $.75 per share or less and each time thereafter that the Current Market Price declines by 20% (5) Business Days after the Authorized Shares Increase each such date, a "Decline Date"), the Company shall shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, file an additional Registration Statement (an "Additional Registration Statement") or pre-effective amendment to the original Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares and exercise of the Warrants (the "Additional Registrable Securities") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $.75 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 20% less than the Conversion Price assumed with respect to the immediately preceding Additional Registration Statement. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Initial Investor, prepare and file with the Commission not later than the 30th day thereafter, a registration statement (which Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall be on Form S-3 unless use its best efforts to cause the Company is not then eligible Commission to use Form S-3 to register the Delayed Exercise Warrant Shares) for the registration declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Delayed Exercise Warrant Shares Additional Registration Statement is not (i) filed with the Commission within 30 days after the Decline Date or (ii) declared effective by the Commission within 90 days after the Decline Date (either of which, without duplication, an "Additional Registration Date"), then the Company shall make the payments to the Initial Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and for each Additional Computation Date thereafter, calculated on a pro rata basis to the date on which the Additional Registration Statement is filed with (in the event of an Additional Registration Date pursuant to clause (i) above) or declared effective by (in the event of an Additional Registration Date pursuant to clause (ii) above) the Commission (the “"Additional Registration Statement”), and it shall take such reasonable action as is necessary to qualify for sale, in those states in which the Delayed Exercise Warrants were initially offered by the Company, the Delayed Exercise Warrant Shares, Periodic Amount") provided, however, that in no such qualification event shall the liquidated damages be required in any jurisdiction whereless than $25,000; provided, as a result thereoffurther, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The Company shall use its commercially reasonable efforts to cause however, that if the Additional Registration Statement to become is not declared effective as promptly as practicable and by the Commission within 120 days after the Additional Registration Date set forth in no event later than the time that the Delayed Exercise Warrants first become exercisable in accordance with their terms and shall use its commercially reasonable efforts to maintain the effectiveness and availability of such registration statement until the earlier of (i) the expiration of the Delayed Exercise Warrants in accordance with their terms or clause (ii) above, then the time no Delayed Exercise Warrants remain outstanding. The Company Liquidated Damage Rate shall take all commercially reasonable action increase to include the Delayed Exercise Warrant Shares for listing on the NYSE Amex or for listing or quotation on such exchange or trading market on which the Common Stock is then listed or quoted on or prior to the date 4%; provided, further, however, that the Delayed Exercise Warrants first become exercisable Liquidated Damage Rate shall increase by 1% for each 30 day period after the 120th day after the Additional Registration Date set forth in accordance with their terms. Notwithstanding clause (ii) above that the provisions of this Section 7.5, the Company shall not be required to file or maintain the effectiveness of an Additional Registration Statement in is not declared effective by the event that Commission. The full Additional Periodic Amount shall be paid by the Company delivers to the Representative and the Warrant Agent an opinion (in form and substance reasonably satisfactory to the Representative) Initial Investor by wire transfer of outside counsel to the Company reasonably satisfactory to the Representative to the effect that the issuance of the Delayed Exercise Warrant Shares to the holders of the Delayed Exercise Warrants is exempt from the registration requirements of the Securities Act and may be freely resold by any holder of Delayed Exercise Warrants that is not an Affiliate at the time of exercise without further registration under the Securities Act either pursuant to (i) a Cashless Exercise or (ii) an exemption from registration under the Securities Act (the “Opinion of Counsel”). In the event that the Company determines that it does not wish to file and maintain the effectiveness of an immediately available funds within three days after each Additional Registration Statement in compliance with the terms of this paragraph and delivers the Opinion of Counsel, no later than two (2) Business Days after the delivery of such Opinion of Counsel, the Company shall issue a press release announcing that it has determined not to file and maintain the effectiveness of an Additional Registration Statement, and explaining in reasonable detail the basis on which the Delayed Exercise Warrant Shares may be issued to and freely resold by holders of Delayed Exercise Warrants who are not Affiliates of the Company upon the exercise of the Delayed Exercise Warrants. The provisions of this Section 7.5 may not be modified, amended or deleted without the prior written consent of the RepresentativeComputation Date.

Additional Registration Statement. No later than five In the event the Current Market Price declines to $1.25 per share or less and each time thereafter that the Current Market Price declines by 10% (5) Business Days after the Authorized Shares Increase Dateeach such date, a "DECLINE DATE"), the Company shall shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, file an additional Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares and exercise of the Warrants (the "ADDITIONAL REGISTRABLE SECURITIES") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $0.50 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 10% less than the Conversion Price assumed with respect to the immediately preceding Additional Registration Statement. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Initial Investor, prepare and file with the Commission not later than the 30th day thereafter, a registration statement (which shall be on Form S-3 unless Registration Statement relating to the Company is not then eligible to use Form S-3 to register the Delayed Exercise Warrant Shares) for the registration under the offer and sale of such Additional Registrable Securities Act of the Delayed Exercise Warrant Shares (the “Additional Registration Statement”), and it shall take such reasonable action as is necessary to qualify for sale, in those states in which the Delayed Exercise Warrants were initially offered by the Company, the Delayed Exercise Warrant Shares, provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The Company shall use its commercially reasonable efforts to cause the Additional Commission to declare such Registration Statement to become effective under the Securities Act as promptly as practicable and in no event but not later than 60 days thereafter. The Company shall not include any other securities in the time that Registration Statement relating to the Delayed Exercise Warrants first become exercisable in accordance with their terms offer and shall use its commercially reasonable efforts to maintain the effectiveness and availability sale of such registration statement until Additional Registrable Securities. If the earlier of Additional Registration Statement is not (i) filed with the expiration of Commission within 30 days after the Delayed Exercise Warrants in accordance with their terms Decline Date for any reason whatsoever or (ii) declared effective by the time no Delayed Exercise Warrants remain outstanding. The Commission within 90 days after the Decline Date for any reason whatsoever (either of which, without duplication, an "ADDITIONAL REGISTRATION DATE"), then the Company shall take all commercially reasonable action make the payments to include the Delayed Exercise Warrant Shares Initial Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and for listing each Additional Computation Date thereafter, calculated on a pro rata basis to the NYSE Amex or for listing or quotation on such exchange or trading market date on which the Common Stock Additional Registration Statement is then listed or quoted on or prior to filed with (in the date that the Delayed Exercise Warrants first become exercisable in accordance with their terms. Notwithstanding the provisions of this Section 7.5, the Company shall not be required to file or maintain the effectiveness event of an Additional Registration Statement Date pursuant to clause (i) above) or declared effective by (in the event that the Company delivers to the Representative and the Warrant Agent an opinion (in form and substance reasonably satisfactory to the Representative) of outside counsel to the Company reasonably satisfactory to the Representative to the effect that the issuance of the Delayed Exercise Warrant Shares to the holders of the Delayed Exercise Warrants is exempt from the registration requirements of the Securities Act and may be freely resold by any holder of Delayed Exercise Warrants that is not an Affiliate at the time of exercise without further registration under the Securities Act either pursuant to (i) a Cashless Exercise or (ii) an exemption from registration under the Securities Act (the “Opinion of Counsel”). In the event that the Company determines that it does not wish to file and maintain the effectiveness of an Additional Registration Date pursuant to clause (ii) above) the Commission (the "ADDITIONAL PERIODIC AMOUNT") PROVIDED, HOWEVER, that in no event shall the liquidated damages be less than $25,000; PROVIDED, FURTHER, HOWEVER, that if the Additional Registration Statement in compliance with is not declared effective by the terms of this paragraph and delivers the Opinion of Counsel, no later than two (2) Business Days Commission within 120 days after the delivery of such Opinion of CounselAdditional Registration Date set forth in clause (ii) above, then the Liquidated Damage Rate shall increase to 4%; PROVIDED, FURTHER, HOWEVER, that the Liquidated Damage Rate shall increase by 1% for each 30 day period after the 120th day after the Additional Registration Date set forth in clause (ii) above that the Additional Registration Statement is not declared effective by the Commission. The full Additional Periodic Amount shall be paid by the Company shall issue a press release announcing that it has determined not to file and maintain the effectiveness Initial Investor by wire transfer of an immediately available funds within three days after each Additional Registration Statement, and explaining in reasonable detail the basis on which the Delayed Exercise Warrant Shares may be issued to and freely resold by holders of Delayed Exercise Warrants who are not Affiliates of the Company upon the exercise of the Delayed Exercise Warrants. The provisions of this Section 7.5 may not be modified, amended or deleted without the prior written consent of the RepresentativeComputation Date.

Additional Registration Statement. No later than five In the event the Current Market Price declines to $3.00 per share or less and each time thereafter that the Current Market Price declines by 20% (5) Business Days after the Authorized Shares Increase each such date, a "Decline Date"), the Company shall shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, file an additional Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares and exercise of the Warrants (the "Additional Registrable Securities") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $1.50 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 20% less than the Conversion Price assumed with respect to the immediately preceding Additional Registration Statement. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Initial Investor, prepare and file with the Commission not later than the 30th day thereafter, a registration statement (which Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall be on Form S-3 unless use its best efforts to cause the Company is not then eligible Commission to use Form S-3 to register the Delayed Exercise Warrant Shares) for the registration declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Delayed Exercise Warrant Shares Additional Registration Statement is not (i) filed with the Commission within 30 days after the Decline Date or (ii) declared effective by the Commission within 90 days after the Decline Date (either of which, without duplication, an "Additional Registration Date"), then the Company shall make the payments to the Initial Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and for each Additional Computation Date thereafter, calculated on a pro rata basis to the date on which the Additional Registration Statement is filed with (in the event of an Additional Registration Date pursuant to clause (i) above) or declared effective by (in the event of an Additional Registration Date pursuant to clause (ii) above) the Commission (the “"Additional Registration Statement”), and it shall take such reasonable action as is necessary to qualify for sale, in those states in which the Delayed Exercise Warrants were initially offered by the Company, the Delayed Exercise Warrant Shares, Periodic Amount") provided, however, that in no such qualification event shall the liquidated damages be required in any jurisdiction whereless than $25,000; provided, as a result thereoffurther, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The Company shall use its commercially reasonable efforts to cause however, that if the Additional Registration Statement to become is not declared effective as promptly as practicable and by the Commission within 120 days after the Additional Registration Date set forth in no event later than the time that the Delayed Exercise Warrants first become exercisable in accordance with their terms and shall use its commercially reasonable efforts to maintain the effectiveness and availability of such registration statement until the earlier of (i) the expiration of the Delayed Exercise Warrants in accordance with their terms or clause (ii) above, then the time no Delayed Exercise Warrants remain outstanding. The Company Liquidated Damage Rate shall take all commercially reasonable action increase to include the Delayed Exercise Warrant Shares for listing on the NYSE Amex or for listing or quotation on such exchange or trading market on which the Common Stock is then listed or quoted on or prior to the date 4%; provided, further, however, that the Delayed Exercise Warrants first become exercisable Liquidated Damage Rate shall increase by 1% for each 30 day period after the 120th day after the Additional Registration Date set forth in accordance with their terms. Notwithstanding clause (ii) above that the provisions of this Section 7.5, the Company shall not be required to file or maintain the effectiveness of an Additional Registration Statement in is not declared effective by the event that Commission. The full Additional Periodic Amount shall be paid by the Company delivers to the Representative and the Warrant Agent an opinion (in form and substance reasonably satisfactory to the Representative) Initial Investor by wire transfer of outside counsel to the Company reasonably satisfactory to the Representative to the effect that the issuance of the Delayed Exercise Warrant Shares to the holders of the Delayed Exercise Warrants is exempt from the registration requirements of the Securities Act and may be freely resold by any holder of Delayed Exercise Warrants that is not an Affiliate at the time of exercise without further registration under the Securities Act either pursuant to (i) a Cashless Exercise or (ii) an exemption from registration under the Securities Act (the “Opinion of Counsel”). In the event that the Company determines that it does not wish to file and maintain the effectiveness of an immediately available funds within three days after each Additional Registration Statement in compliance with the terms of this paragraph and delivers the Opinion of Counsel, no later than two (2) Business Days after the delivery of such Opinion of Counsel, the Company shall issue a press release announcing that it has determined not to file and maintain the effectiveness of an Additional Registration Statement, and explaining in reasonable detail the basis on which the Delayed Exercise Warrant Shares may be issued to and freely resold by holders of Delayed Exercise Warrants who are not Affiliates of the Company upon the exercise of the Delayed Exercise Warrants. The provisions of this Section 7.5 may not be modified, amended or deleted without the prior written consent of the RepresentativeComputation Date.

Additional Registration Statement. No later than five In the event the Current Market Price declines to $10 per share or less and each time thereafter that the Current Market Price declines by 20% (5) Business Days after the Authorized Shares Increase each such date, a "Decline Date"), the Company shall shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, file an additional Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares and exercise of the Warrants (the "Additional Registrable Securities") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $5 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 20% less than the Conversion Price assumed with respect to the immediately preceding Additional Registration Statement. The Company shall, to the extent required by the Securities Act, as reasonably determined by the Initial Investor, prepare and file with the Commission not later than the 30th day thereafter, a registration statement (which Registration Statement relating to the offer and sale of such Additional Registrable Securities and shall be on Form S-3 unless use its best efforts to cause the Company is not then eligible Commission to use Form S-3 to register the Delayed Exercise Warrant Shares) for the registration declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 days thereafter. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of such Additional Registrable Securities. If the Delayed Exercise Warrant Shares Additional Registration Statement is not (i) filed with the Commission within 30 days after the Decline Date or (ii) declared effective by the Commission within 90 days after the Decline Date (either of which, without duplication, an "Additional Registration Date"), then the Company shall make the payments to the Initial Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and for each Additional Computation Date thereafter, calculated on a pro rata basis to the date on which the Additional Registration Statement is filed with (in the event of an Additional Registration Date pursuant to clause (i) above) or declared effective by (in the event of an Additional Registration Date pursuant to clause (ii) above) the Commission (the “"Additional Registration Statement”), and it shall take such reasonable action as is necessary to qualify for sale, in those states in which the Delayed Exercise Warrants were initially offered by the Company, the Delayed Exercise Warrant Shares, Periodic Amount") provided, however, that in no such qualification event shall the liquidated damages be required in any jurisdiction whereless than $25,000; provided, as a result thereoffurther, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. The Company shall use its commercially reasonable efforts to cause however, that if the Additional Registration Statement to become is not declared effective as promptly as practicable and by the Commission within 120 days after the Additional Registration Date set forth in no event later than the time that the Delayed Exercise Warrants first become exercisable in accordance with their terms and shall use its commercially reasonable efforts to maintain the effectiveness and availability of such registration statement until the earlier of (i) the expiration of the Delayed Exercise Warrants in accordance with their terms or clause (ii) above, then the time no Delayed Exercise Warrants remain outstanding. The Company Liquidated Damage Rate shall take all commercially reasonable action increase to include the Delayed Exercise Warrant Shares for listing on the NYSE Amex or for listing or quotation on such exchange or trading market on which the Common Stock is then listed or quoted on or prior to the date 4%; provided, further, however, that the Delayed Exercise Warrants first become exercisable Liquidated Damage Rate shall increase by 1% for each 30 day period after the 120th day after the Additional Registration Date set forth in accordance with their terms. Notwithstanding clause (ii) above that the provisions of this Section 7.5, the Company shall not be required to file or maintain the effectiveness of an Additional Registration Statement in is not declared effective by the event that Commission. The full Additional Periodic Amount shall be paid by the Company delivers to the Representative and the Warrant Agent an opinion (in form and substance reasonably satisfactory to the Representative) Initial Investor by wire transfer of outside counsel to the Company reasonably satisfactory to the Representative to the effect that the issuance of the Delayed Exercise Warrant Shares to the holders of the Delayed Exercise Warrants is exempt from the registration requirements of the Securities Act and may be freely resold by any holder of Delayed Exercise Warrants that is not an Affiliate at the time of exercise without further registration under the Securities Act either pursuant to (i) a Cashless Exercise or (ii) an exemption from registration under the Securities Act (the “Opinion of Counsel”). In the event that the Company determines that it does not wish to file and maintain the effectiveness of an immediately available funds within three days after each Additional Registration Statement in compliance with the terms of this paragraph and delivers the Opinion of Counsel, no later than two (2) Business Days after the delivery of such Opinion of Counsel, the Company shall issue a press release announcing that it has determined not to file and maintain the effectiveness of an Additional Registration Statement, and explaining in reasonable detail the basis on which the Delayed Exercise Warrant Shares may be issued to and freely resold by holders of Delayed Exercise Warrants who are not Affiliates of the Company upon the exercise of the Delayed Exercise Warrants. The provisions of this Section 7.5 may not be modified, amended or deleted without the prior written consent of the RepresentativeComputation Date.