Common use of Additional Registration Statement Clause in Contracts

Additional Registration Statement. 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% (each such date, a "DECLINE DATE"), 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 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 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 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 Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and 3.5% 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 PERIODIC AMOUNT"). The full Additional Periodic Amount shall be paid by the Company to the Investor by wire transfer of immediately available funds within three days after each Additional Computation Date.

Additional Registration Statement. In No later than five (5) Business Days after 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% (each such date, a "DECLINE DATE")Authorized Shares Increase Date, the Company shallshall 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 extent 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 (because the additional shares were “Opinion of Counsel”). In the event that the Company determines that it does not covered by wish to file and maintain the effectiveness of an Additional Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Investor, file an additional Registration Statement in compliance with the Commission for terms of this paragraph and delivers the Opinion of Counsel, no later than two (2) Business Days after the delivery of such additional number Opinion of Registrable Securities as would be issuable upon conversion Counsel, the Company shall issue a press release announcing that it has determined not to file and maintain the effectiveness 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 an 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 explaining in reasonable detail 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 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 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 Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and 3.5% 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 Delayed Exercise Warrant Shares may be issued to and freely resold by holders of Delayed Exercise Warrants who are not Affiliates of the event Company upon the exercise 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 PERIODIC AMOUNT")Delayed Exercise Warrants. The full Additional Periodic Amount shall provisions of this Section 7.5 may not be paid by modified, amended or deleted without the Company to prior written consent of the Investor by wire transfer of immediately available funds within three days after each Additional Computation DateRepresentative.

Additional Registration Statement. In the event the Current Market Price declines to $.75 0.80 per share or less and each time thereafter that (the Current Market Price declines by 20% (each such date, a "DECLINE DATEDecline Date"), 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, 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 SECURITIESAdditional Registrable Securities") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $.25 0.30 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 Statementshare. 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 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 DATEAdditional 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 3.5% 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 PERIODIC AMOUNTAdditional Periodic Amount")) provided, however, that in no event shall the liquidated damages be less than $25,000. The full Additional Periodic Amount shall be paid by the Company to the Initial Investor by wire transfer of immediately available funds within three days after each Additional Computation Date.

Additional Registration Statement. In the event the Current Market Price declines to $.75 3.00 per share or less and each time thereafter that the Current Market Price declines by 20% (each such date, a "DECLINE DATE"), 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, 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 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 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 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 at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and 3.5% 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 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 is not declared effective by the Commission within 120 days after the Additional 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 to the Initial Investor by wire transfer of immediately available funds within three days after each Additional Computation Date.

Additional Registration Statement. In the event the Current Market Price declines to $.75 0.50 per share or less and each time thereafter that the Current Market Price declines by 20% (each such date, a "DECLINE DATEDecline Date"), 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, 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 SECURITIESAdditional Registrable Securities") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $.25 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 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 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 DATEAdditional 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 3.5% 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 PERIODIC AMOUNTAdditional 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 is not declared effective by the Commission within 120 days after the Additional 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 to the Initial Investor by wire transfer of immediately available funds within three days after each Additional Computation Date.

Additional Registration Statement. In the event the Current Market Price declines to $.75 per share 4.00 or less and each time thereafter that (the Current Market Price declines by 20% (each such date, a "DECLINE DATEDecline Date"), 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, 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 Stock (the "ADDITIONAL REGISTRABLE SECURITIESAdditional Registrable Securities") ), in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $.25 .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 Statementshare. The Company shall, to the extent required by the Securities ActAct (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 thereafterafter the Decline Date, a Registration Statement registration statement relating to the offer and sale of such Additional Registrable Securities (the "Additional Registration Statement") and shall use its best efforts to cause the Commission to 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 Additional Registration Statement is not (i) filed with the Commission within 30 days by the 30th day after the Decline Date or (ii) declared effective by the Commission within 90 120 days after the Decline Date (either of which, without duplication, an "ADDITIONAL REGISTRATION DATEAdditional 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 3.5% 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 the Commission (the "Additional Periodic Amount"); provided, however, that in no event shall the event of an liquidated damages be less than $30,000 and; further provided, that if the Additional Registration Statement is not declared effective by the Commission within 120 days after the Additional Registration Date pursuant to set forth in clause (ii) above, then the Liquidated Damage Rate shall be increased to 3% and; further provided, however, that the Liquidated Damage Rate shall increase by 1% for each 30 day period after the 150th day after the Additional Registration Date set forth in clause (ii) above that the Commission (Additional Registration Statement is not declared effective by the "ADDITIONAL PERIODIC AMOUNT")Commission. The full Additional Periodic Amount shall be paid by the Company to the Initial Investor by wire transfer of immediately available funds within three days after each Additional Computation Date.

Additional Registration Statement. In the event the Current Market Price declines to $.75 .50 per share or less and each time thereafter that the Current Market Price declines by 20% (each such date, a "DECLINE DATE"), 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, 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 $.25 .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. 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 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 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 at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and 3.5% 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 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 is not declared effective by the Commission within 120 days after the Additional 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 to the Initial Investor by wire transfer of immediately available funds within three days after each Additional Computation Date.

Additional Registration Statement. In the event the Current Market Price declines to $.75 3.00 per share or less and each time thereafter that the Current Market Price declines by 20% (each such date, a "DECLINE DATEDecline Date"), 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, 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 SECURITIESAdditional Registrable Securities") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $.25 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 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 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 DATEAdditional 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 3.5% 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 PERIODIC AMOUNTAdditional 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 is not declared effective by the Commission within 120 days after the Additional 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 to the Initial Investor by wire transfer of immediately available funds within three days after each Additional Computation Date.

Additional Registration Statement. In the event the Current Market Price declines to $.75 3.00 per share or less and each time thereafter that the Current Market Price declines by 2025% (each such date, a "DECLINE DATE"), 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, 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 0.75 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 2025% 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 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 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 at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and 3.5% 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 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 is not declared effective by the Commission within 120 days after the Additional 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 to the Initial Investor by wire transfer of immediately available funds within three days after each Additional Computation Date.

Additional Registration Statement. 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 2025% (each such date, a "DECLINE DATE"), 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, 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 2025% 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 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 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 60 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 3.5% 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 PERIODIC AMOUNT"). The full Additional Periodic Amount shall be paid by the Company to the Initial Investor by wire transfer of immediately available funds within three days after each Additional Computation Date.

Additional Registration Statement. In Promptly following the event Share Increase Date but no later than five (5) Business Days after the Current Market Price declines to $.75 per share or less and each time thereafter that Share Increase Date (the Current Market Price declines by 20% (each such date, a "DECLINE DATE"“Additional Filing Deadline”), 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 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, shall prepare and file with the Commission not later than the 30th day thereafter, a SEC one Registration Statement relating on Form S-1, covering the resale of the Remaining Registrable Securities. Subject to the offer and sale of such Additional Registrable Securities and shall use its best efforts to cause the Commission to declare any SEC comments, such Registration Statement effective under shall include the Securities Act plan of distribution attached hereto as promptly Exhibit A; provided, however, that no Investor shall be named as practicable but not later than 60 days thereafteran “underwriter” in the Registration Statement without the Investor’s prior written consent. The Company Such Registration Statement also shall cover pursuant to Rule 416 such indeterminate number of additional shares of Common Stock due to an increase in the number of Series B Warrant Shares resulting from changes in the Exercise Price pursuant to the terms of the Series B Warrants. Such Registration Statement shall not include any shares of Common Stock or other securities in for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement relating (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 offer Investors and sale of such Additional Registrable Securitiestheir counsel prior to its filing or other submission. If the Additional a Registration Statement covering the Remaining Registrable Securities is not (i) filed with the Commission within 30 days after SEC on or prior to the Decline Date or (ii) declared effective by the Commission within 90 days after the Decline Date (either of whichAdditional Filing Deadline, without duplication, an "ADDITIONAL REGISTRATION DATE"), then the Company shall will make the 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 at the Liquidated Damage Rate from the Additional Registration Date pursuant to the first Additional Computation Date and 3.5% Purchase Agreement for each Additional Computation Date thereafter, calculated on a 30-day period or pro rata basis to for any portion thereof following the date on Initial Filing Deadline for which the Additional no Registration Statement is filed with (in respect to the event Remaining Registrable Securities. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of an Additional Registration Date pursuant the Investors 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 PERIODIC AMOUNT")seek injunctive relief. The full Additional Periodic Amount Such payments shall be paid by made to each Investor in cash no later than three (3) Business Days after the Company to the Investor by wire transfer end of immediately available funds within three days after each Additional Computation Date30-day period.

Additional Registration Statement. In the event the Current Market Price declines to Five Dollars ($.75 5 (U.S.)) per share or less and each time thereafter that the Current Market Price declines by 20% ten percent (10%) (each such date, a "DECLINE DATEDecline Date"), the Company shall, to the extent required by the Securities Act (because the additional shares were not covered by the Registration Statement filed pursuant to Section 2(a)), as reasonably determined by the Initial Investor, file an additional Registration Statement with the Commission for such additional number of Registrable Securities as would be issuable upon conversion of the Preferred Shares Debenture and exercise of the Warrants Warrant (the "ADDITIONAL REGISTRABLE SECURITIESAdditional Registrable Securities") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of Three Dollars ($.25 3 U.S.)) per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 20% 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 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 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 DATEAdditional Registration Date"), then the Company shall make the payments to the Initial Investor at equal to 2% (the "Liquidated Damage Rate Rate") of the Purchase Price (as defined in the Securities Purchase Agreement) from the Additional Registration Date to the first Additional Computation Date and 3.5% 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 PERIODIC AMOUNTAdditional 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 is not declared effective by the Commission within 120 days after the Additional 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 120/th/ 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 to the Initial Investor by wire transfer of immediately available funds within three (3) days after each Additional Computation Date.

Additional Registration Statement. In the event the Current Market Price declines to $.75 1.50 per share or less and each time thereafter that the Current Market Price declines by 2010% (each such date, a "DECLINE DATE"), 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, 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 .50 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 2010% 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 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 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 at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and 3.5% 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 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 is not declared effective by the Commission within 120 days after the Additional Registration Date set forth in clause (ii) above, then the Liquidated Damage Rate shall increase to 3%; 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 to the Initial Investor by wire transfer of immediately available funds within three days after each Additional Computation Date.

Additional Registration Statement. In the event the Current Market Price declines to $.75 10 per share or less and each time thereafter that the Current Market Price declines by 20% (each such date, a "DECLINE DATEDecline Date"), 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, 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 SECURITIESAdditional Registrable Securities") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $.25 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 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 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 DATEAdditional 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 3.5% 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 PERIODIC AMOUNTAdditional 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 is not declared effective by the Commission within 120 days after the Additional 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 to the Initial Investor by wire transfer of immediately available funds within three days after each Additional Computation Date.

Additional Registration Statement. 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% (each such date, a "DECLINE DATEDecline Date"), 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, 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 SECURITIESAdditional Registrable Securities") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $.25 .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 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 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 DATEAdditional 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 3.5% 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 PERIODIC AMOUNTAdditional 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 is not declared effective by the Commission within 120 days after the Additional 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 to the Initial Investor by wire transfer of immediately available funds within three days after each Additional Computation Date.

Additional Registration Statement. In the event the Current Market Price declines to $.75 per share 1.50 or less and each (the "Decline Date") at any time thereafter that after the Current Market Price declines by 20% (each such date, a "DECLINE DATE")Initial Date, 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, 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 Stock (the "ADDITIONAL REGISTRABLE SECURITIESAdditional Registrable Securities") ), in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price of $.25 .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 Statementshare. The Company shall, to the extent required by the Securities ActAct (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 30th day thereafterDecline Date, a Registration Statement registration statement relating to the offer and sale of such Additional Registrable Securities (the "Additional Registration Statement") and shall use its best efforts to cause the Commission to declare such Additional Registration Statement effective under the Securities Act as promptly as practicable but not later than 60 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 Additional Registration Statement is not (i) filed with the Commission within 30 thirty (30) days after the Decline Date or (ii) declared effective by the Commission within 90 ninety (90) days after the Decline Date (either of which, without duplication, an "ADDITIONAL REGISTRATION DATEAdditional 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 3.5% 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 the Commission (the "Additional Periodic Amount"); provided, however, that in no event shall the event of an liquidated damages be less than $30,000 and; further provided, that if the Additional Registration Statement is not declared effective by the Commission within one hundred and twenty (120) days after the Additional Registration Date pursuant to set forth in clause (ii) above, then the Liquidated Damage Rate shall be increased to 4% and; further provided, however, that the Liquidated Damage Rate shall increase by 1% for each thirty (30) day period after the Commission one hundred and fiftieth (150th) day after the "ADDITIONAL PERIODIC AMOUNT")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 to the Initial Investor by wire transfer of immediately available funds within three (3) days after each Additional Computation Date.

Additional Registration Statement. In the event the Current Market Price declines to $.75 1.25 per share or less and each time thereafter that the Current Market Price declines by 2010% (each such date, a "DECLINE DATE"), 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, 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 0.50 per share and (y) with respect to each succeeding Additional Registration Statement, a Conversion Price of 2010% 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 relating to the offer and sale of such Additional Registrable Securities and shall use its best commercially reasonable efforts to cause the Commission to 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 for any reason whatsoever or (ii) declared effective by 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 make the payments to the Initial Investor at the Liquidated Damage Rate from the Additional Registration Date to the first Additional Computation Date and 3.5% 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 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 is not declared effective by the Commission within 120 days after the Additional 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 to the Initial Investor by wire transfer of immediately available funds within three days after each Additional Computation Date.

Additional Registration Statement. In the event the Current Market Price declines to $.75 3.00 per share or less and each less, as the same may be adjusted from time thereafter that to time for any subdivision or combination of shares of Common Stock after the Current Market Price declines by 20% date hereof (each the date of such dateevent, a the "DECLINE DATEDecline Date"), 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, 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 SECURITIESAdditional Registrable Securities") in addition to those previously registered, assuming (x) with respect to the first Additional Registration Statement, a Conversion Price (as defined in the Certificate of Designation) of $.25 0.30 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 Statementshare. 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 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 DATEAdditional 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 3.5% 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 PERIODIC AMOUNTAdditional Periodic Amount")) provided, however, that in no event shall the liquidated damages be less than $25,000. The full Additional Periodic Amount shall be paid by the Company to the Initial Investor by wire transfer of immediately available funds within three days after each Additional Computation Date.