Common use of Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement Clause in Contracts

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “"Registration Failure”"), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “"Effectiveness Failure”") or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “"Maintenance Failure” " and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold by non-affiliates of the Company pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to Section 10.2, if (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (iia) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (Ai) not filed with the SEC Commission on or before the applicable Filing Deadline (a “Filing Failure”) or (Bii) not declared effective by the SEC Commission on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”) or (iiib) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))Period) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure Statement or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for in satisfaction of the damages to any holder of Registrable Securities by reason of a Failure (which remedy shall not be exclusive any such delay in or reduction of any other remedies available at law or in equity, including, without limitation, specific performance or its ability to sell the additional obligation underlying shares of the Company to register any Cutback Shares)Common Stock, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Subscription Amount (as defined such holder’s Pro Rata Interest in the Securities Total Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, Price on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty 30 days) thereafter until such Registration Filing Failure is cured; (viii) on the thirtieth day after the date of a Filing an Effectiveness Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty 30 days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viiiiii) on the thirtieth day after the initial date day of a Maintenance Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty 30 days) thereafter until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) 10.3 are referred to herein as “Registration Delay Payments.;” provided that no such payment shall continue beyond the later of: (i) a period of six months, or (ii) one year from the Closing. The first such Registration Delay Payment shall be paid within three Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (11.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything to , provided that no such payment shall continue beyond the contrary contained herein, Registration Delay Payments shall later of: (i) nota period of six months, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, or (ii) cease to accrue when all of one year from the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below)Closing.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with within ten (10) Business Days of the SEC on or before the applicable Filing Deadline Deadline, (ii) such a “Filing Failure”) or (B) Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) Deadline or (iii) on any day after the applicable Effective Date, Registration Statement has been declared effective by the SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)3(p)) pursuant to such the Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such the Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement, a failure Statement or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”Shares), then, as partial relief for the damages and not as a penalty to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities Shares relating to such Registration Statement an amount in cash per such Preferred Share held equal to one percent the product of (1.0%i) $1,000 USD multiplied by (ii) the product of (I) .0005 multiplied by (II) the aggregate Subscription Amount sum of (as defined x) the number of days after the Filing Deadline that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Securities Purchase AgreementRegistration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of such Investor’s at least all the Registrable Securities whether or not required to be included in on such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, provided that such number in clause (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous)exceed 0.20. The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier earliest of (I) the dates set forth above and last day of the calendar month during which such Registration Delay Payments are incurred, (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) 18% per month annum (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable respective Effectiveness Deadline, Deadline (an “Effectiveness Failure”) or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a Failure penalty (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.01.5%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iiiii) the day of an Effectiveness Failure; (iviii) the initial day of a Maintenance Failure; (viv) on the every thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (viiv) on the every thirtieth day after the date day of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viiivi) on the every thirtieth day after the initial date day of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary contained herein, (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (iii) notin no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, exceed fifteen percent (15%) 10% of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If The parties hereto agree that the Investors will suffer damages if the Company fails to fulfill its obligations under this Section 2 and that, in such case, it would not be feasible to ascertain the extent of such damages with precision. Subject to Section 2.b, if (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”) ); or (iiiii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (x) during an Allowable Grace Period (as defined in Section 3(r))3.p) or (y) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date on which the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a Statement or failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “FailureRegistration Default”), ) then, as partial relief for the damages to any holder of Registrable Securities by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares)) and not as a penalty, the Company shall pay to each holder of Registrable Securities relating Securities, aggregate additional interest on the principal amount of the outstanding Convertible Note in the amounts described below (the “Additional Interest”) (and all outstanding shares of Common Stock to the extent the Convertible Note has been converted prior to the occurrence of the Registration Default and such shares of Common Stock remain Registrable Securities); provided that any payment on shares of Common Stock will be calculated based on, as applicable (A) the principal amount of the Convertible Note as a result of conversion of which such shares of Common Stock have been issued or (B) the value of the Warrant as a result of exercise of which such shares of Common Stock have been issued; provided further that any such Additional Interest will cease to accrue to holders hereunder and under the Purchase Agreement and the other Transaction Documents when any such Registration Statement an amount in cash equal Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and subject to one percent (1.0%) the terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event of a Filing Failure, the aggregate Subscription Amount (as defined Company shall pay Additional Interest in the Securities Purchase Agreement) amount of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day of a Registration Failurethereafter, for as long as the Filing Failure continues, (ii) 10.0% of the principal amount outstanding on the Convertible Note during the period beginning on the 76th day of a after the Filing Failure; Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the day Filing Failure continues. In the event of an Effectiveness Failure; (iv) , the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, Company shall pay Additional Interest in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier amount of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) 5.0% of the aggregate Purchase Priceprincipal amount outstanding on the Convertible Note during the period between the Effectiveness Deadline and the 45th day thereafter, for as long as the Effectiveness Failure continues, (ii) cease to accrue when all 10.0% of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations principal amount outstanding on the Convertible Note during the period beginning on the 46th day after the Effectiveness Deadline and 75th day thereafter, for as long as the Effectiveness Failure continues, and (iii) cease to accrue upon 12.0% thereafter for as long as the termination of the Registration Period (as defined below)Effectiveness Failure continues.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to any elections made pursuant to Section 4(b), if (i) the Initial a Registration Statement when covering all the Registrable Securities is not filed with the Commission on or before the Filing Deadline or is not declared effective fails to register by the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”)Commission on or before the Effectiveness Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to thereby, as described in Section 2(e) of this Agreement Agreement, is (A) not filed with the SEC Commission on or before the applicable Filing Deadline (a “Filing Failure”deadline described in Section 2(e) of this Agreement or (B) is not declared effective by the SEC Commission on or before the applicable Effectiveness Deadlinedeadline described in Section 2(e) of this Agreement, (an “Effectiveness Failure”) or (iii) on any day after such Registration Statement has been declared effective by the applicable Effective DateCommission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made as a matter of law (other than during an Allowable Grace Period (as defined in Section 3(r))3(n) of this Agreement) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure Statement or to register a sufficient number of shares of Common Stock or but excluding failures caused solely by a failure to maintain the listing breach of the Common Stockapplicable Investor's obligations hereunder), or (iv) a Grace Period (as defined in Section 3(n) of this Agreement) exceeds the length of an Allowable Grace Period (each of the items described in clauses (i), (ii), (iii) and (iv) above shall be referred to as a “Maintenance Failure” and collectively with a "Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”Delay"), then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), ) the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date occurrence of a each Registration Failure Delay and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) thereafter until such Registration Failure Delay is cured; , (vi) on the thirtieth day after Company shall, for each such day, pay each Investor in cash, as liquidated damages and not as a penalty, an amount equal to 0.033% of the date Purchase Price of a Filing Failure the Shares and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until Warrants purchased by such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until Investor with respect to any such Effectiveness Failure is curedfailure; and (viii) on for any such day. Such payment shall be made no later than the thirtieth first business day after of the initial date of a Maintenance Failure and every thirtieth calendar month next succeeding the month in which such day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is curedoccurs; provided provided, however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% amount of such damages shall not be due “per Failure” if exceed 25% of the Failures are simultaneous Purchase Price of the Shares and for so long as such Failures are simultaneous)Warrants purchased by the Investor. The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as “"Registration Delay Payments.” " The Registration Delay Payments shall be paid in cash on the earlier of (IA) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (IIB) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and two-tenths percent (11.2%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.01.5%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and one percent (1%) of such aggregate Subscription Amount every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0then 1.5% shall apply in the aggregate (e.g., during any single or multiple Failure, 11.5% shall be due, however 11.5% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of to the extent that and while the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations limitations, and (iiiii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock Shares or a failure to maintain the listing of the Common StockShares) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration FailureFailure and on each thirtieth Trading Day thereafter (pro-rated for periods totaling less than thirty Trading Days) until such Registration Failure is cured, (ii) the day of a Filing FailureFailure and on each thirtieth Trading Day thereafter (pro-rated for periods totaling less than thirty Trading Days) until such Filing Failure is cured; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every on each thirtieth day Trading Day thereafter (pro pro-rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty daysTrading Days) until such Effectiveness Failure is cured; and (viiiiv) on the thirtieth day after the initial date day of a Maintenance Failure and every on each thirtieth day Trading Day thereafter (pro pro-rated for periods totaling less than thirty daysTrading Days) until such Maintenance Failure is cured; provided, that aggregate amount of all Registration Delay Payments to all holders shall not exceed $5,000 per Trading Day and ten percent (10%) of the aggregate Purchase Price (and such reduced amount will be distributed pro rata amongst such holders based on the aggregate Purchase Price), and provided howeverfurther, that for purposes of this sentence only, “Trading Day” shall include only Trading Days on which the SEC’s XXXXX system accepts filings. Notwithstanding anything to the contrary contained herein, no Registration Failure, Filing Failure, Effectiveness Failure or Maintenance Failure shall continue to accrue Registration Delay Payments after the end of the Registration Period. For the avoidance of doubt, in the event that there shall be more than one of a simultaneous occurrence of a Registration Failure, Filing Failure, Maintenance Failure occurring simultaneouslyor Effectiveness Failure, the 1.0% Company shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall only be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as required to make Registration Delay Payments with respect to one such Failures are simultaneous)event. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable respective Effectiveness Deadline, Deadline (an “Effectiveness Failure”) or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a Failure penalty (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iiiii) the day of an Effectiveness Failure; (iviii) the initial day of a Maintenance Failure; (viv) on the every thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (viiv) on the every thirtieth day after the date day of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viiivi) on the every thirtieth day after the initial date day of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary contained herein, in no event shall the aggregate amount of Registration Delay Payments shall (iother than Registration Delay Payments payable pursuant to events that are within the control of the Company, such as solely for the purposes of an example, failure to file any registration statement required hereby) notexceed, in the aggregate, exceed fifteen percent (15%) 10% of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”) or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure Statement or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), including, without limitation, specific performance or the additional obligation of the Company subject to register any Cutback Shares)Section 2(g) hereof, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty (30) days) thereafter until such Registration Filing Failure is cured; (viii) on the thirtieth day after the date of a Filing an Effectiveness Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Effectiveness Failure is cured; and (viiiii) on the thirtieth initial day after the date of an Effectiveness a Maintenance Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty (30) days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (11.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary contained hereincontrary, in no event shall the aggregate amount of Registration Delay Payments shall (iother than Registration Delay Payments payable pursuant to events that are within the control of the Company) notexceed, in the aggregate, exceed fifteen percent (15%) 10% of the aggregate Purchase Price, (ii) cease to accrue when all Price of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below)Common Shares.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “"Registration Failure”"), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “"Effectiveness Failure”") or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “"Maintenance Failure” " and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen five percent (155.0%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the applicable respective Effectiveness Deadline, Deadline (an “"Effectiveness Failure”) or "); (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “"Maintenance Failure” and collectively "); or (iii) the Seller shall fail to cause the Company to comply with Section 8 below (a Registration "Public Information Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”"), ; then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company Seller shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half a percent (1.01.5%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities (whether or not included in such Registration Statement) paid to the Seller at the time of such failure, on each of the following dates: (i) the day of a Registration Filing Failure, ; (ii) the day of a Filing an Effectiveness Failure; (iii) the initial day of an Effectiveness a Maintenance Failure; (iv) the initial day of a Maintenance Public Information Failure; (v) on the every thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (viivi) on the every thirtieth day after the date day of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viiivii) on the every thirtieth day after the initial date day of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in and (viii) on every thirtieth day after the event that there shall be more initial day of a Public Information Failure and thereafter (pro rated for periods totaling less than one thirty days) until such Public Information Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous)is cured. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company Seller fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (11.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (an “"Effectiveness Failure”") or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)3(q)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure Statement or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the shares of Common Stock) (a “"Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ") then, as partial relief for the damages to any holder Investor by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities Investor relating to such Registration Statement an amount in cash equal to (A) one percent (1.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty (30) days) thereafter until the date such Registration Filing Failure is cured; (viii) on the thirtieth day after the date of a Filing an Effectiveness Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty (30) days) thereafter until the date such Filing Effectiveness Failure is cured; and (viiiii) on the thirtieth initial day after the date of an Effectiveness a Maintenance Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder an Investor shall be entitled to pursuant to this Section 2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (11.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything to The parties agree that the contrary contained herein, maximum aggregate Registration Delay Payments payable to an Investor under this Agreement shall (i) not, in the aggregate, exceed fifteen percent (15%) be 10% of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold purchase price paid by such Investor pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below)Purchase Agreement.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) Deadline or (iiiii) on any day after such Registration Statement has been declared effective by the applicable Effective Date, SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)3(p)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure Statement or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities Convertible Debentures relating to such Registration Statement an amount in cash equal to one percent (1.0%) the product of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures multiplied by (ii) the day product of a Filing Failure; (iiiI) 0.0004166 multiplied by (II) the day sum of an Effectiveness Failure; (ivx) the initial day number of a Maintenance Failure; (v) on the thirtieth day days after the date Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of a days after the Effectiveness Deadline that the Registration Failure and every thirtieth day thereafter Statement is not declared effective by the SEC, plus (pro rated for periods totaling less than thirty daysz) until the number of days after the Registration Statement has been declared effective by the SEC that such Registration Failure Statement is cured; not available (viother than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous)Registration Statement. The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “"Effectiveness Failure”") or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock Shares or a failure to maintain the listing of the Common Stock) (a “"Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ") then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Sharesperformance), (A) the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.01.5%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iiiii) the day of an Effectiveness Failure; (iviii) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (viiv) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (viiv) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viiivi) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(h) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on within three (3) Business Days of the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to In no event shall aggregate payments of the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) 9% of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period Price (as defined belowin the Securities Purchase Agreement).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering the resale of all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) (it being understood that if the Company files a Registration Statement without affording each Investor the opportunity to review and comment on the same as required by Section 3(c) hereof, the Company shall not be deemed to have satisfied this clause (i)(A) and such event shall be deemed to be a Filing Failure); or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”) (it being understood that if on the Business Day immediately following the Effective Date the Company shall not have filed a “final” prospectus for such Registration Statement with the SEC under Rule 424(b) in accordance with Section 2(a) above (whether or not such a prospectus is technically required by such rule), the Company shall not be deemed to have satisfied this clause (i)(B) and such event shall be deemed to be an Effectiveness Failure) or (iiiii) on any day after the applicable Effective Date, Date of such Registration Statement sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a suspension or delisting of (or a failure to timely list) the Common Shares on its principal trading market or exchange, or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common StockShares) (a “Maintenance Failure” ”) (provided that if an Investor transfers its rights hereunder pursuant to Section 9 and collectively the transferee requests inclusion in such Registration Statement which requires the Company under applicable law to file a post-effective amendment to such Registration Statement, then a Maintenance Failure shall not be deemed to have occurred solely with a Registration Failure, a Filing Failure, respect to the filing of such post-effective amendment only if the Company is using its commercially reasonable efforts to file such amendment and an Effectiveness Failure, the “Failures” and each a “Failure”have such amendment declared effective as soon as practicable), then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.01%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included initial Conversion Amount stated in such Registration Statement, Investor’s Special Warrant on each of the following dates: Closing Date (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v1) on the thirtieth day after the date of a Registration such Filing Failure, Effectiveness Failure or Maintenance Failure, as applicable, and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi2) on the thirtieth every thirty (30) day after the date anniversary of (I) a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (viiII) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viiiIII) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter until such Maintenance Failure is cured (in each case, pro rated for periods totaling less than thirty (30) days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(e) are referred to herein as “Registration Delay Payments.” Following the initial Registration Delay Payments Payment for any particular event or failure (which shall be paid on the earlier date of (I) the dates such event or failure, as set forth above and (II) above), without limiting the third Business Day after the foregoing, if an event or failure giving rise to the Registration Delay Payments is curedcured prior to any thirtieth (30th) day anniversary of such event or failure, then such Registration Delay Payment shall be made on the third (3rd) Business Day after such cure. In Notwithstanding anything contained in this Section 2(e) to the contrary, in no event shall the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, exceed $5,000,000 in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (iix) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iiiy) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock ADSs or a failure to maintain the listing of the Common StockADSs) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iiiii) the day of an Effectiveness Failure; (iviii) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (viiv) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (viiv) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viiivi) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there . No liquidated damages shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during accrue as to any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous)Cutback Shares. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (iia) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (Ai) not filed with the SEC Commission on or before the applicable Filing Deadline (a “Filing Failure”) or (Bii) not declared effective by the SEC Commission on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”) or (iiib) on any day after the applicable Effective DateEffectiveness Deadline, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure Statement or to register a sufficient number of shares of Common Stock common stock) or a failure to maintain Rule 144 under the listing of the Common Stock) Act (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of common stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount (as defined such holder’s pro rata interest in the Securities Purchase Agreement) Price, as reflected on Annex I, attributable to the portion of such Investor’s the Registrable Securities whether so affected by the Filing Failure or not included in such Registration StatementMaintenance Failure, as applicable, on each of the following dates: (i) the day of a Registration FailureFiling Failure and monthly thereafter (pro rated for partial months) until such Filing Failure is cured, with a maximum penalty of twelve months applied to such holder’s pro rata interest in the Purchase Price; (ii) the day of an Effectiveness Failure and monthly thereafter (pro rated for partial months) until such Effectiveness Failure is cured, with a Filing Failuremaximum penalty of twelve months applied to such holder’s pro rata interest in the Purchase Price; and (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day monthly thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty dayspartial months) until such Maintenance Failure is cured; provided however, with a maximum penalty of twelve months applied to such holder’s pro rata interest in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous)Purchase Price. The payments to which a holder shall be entitled pursuant to this Section 2(g) 7.03 are referred to herein as “Registration Delay Payments.” The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one two percent (12.0%) per month (prorated for partial months) until paid in full. In addition, the Investors shall, among seeking other remedies, be entitled to seek injunctive relief compelling the Company to address the Filing Failure, Effectiveness Failure or the Maintenance Failure. Notwithstanding anything to the contrary contained hereinforegoing, no Registration Delay Payments shall (i) notaccrue with regard to any portion of a Filing Failure or Maintenance Failure that occurs or continues after the first anniversary of Closing, in provided that the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease Investors are then eligible to accrue when all of sell the Registrable Securities may be sold pursuant to without limitation under Rule 144 without any restrictions or limitations and (iii) cease to accrue upon under the termination of the Registration Period (as defined below)Securities Act.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”) or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))3.16) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares)) and not as a penalty, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) % of the aggregate Subscription Amount Purchase Price (as defined in the Securities Purchase Agreement) of paid by such Investor’s Registrable Securities whether or not included in such Registration Statement, Purchaser on each of the following dates: (i) the on every 30th day of a Registration Failure, (ii) after the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty 30 days) until the earlier of (x) the date as of which the Investors may sell all of the Registrable Securities without limitation or restriction pursuant to Rule 144 (or any successor thereto) promulgated under the Securities Act (“Rule 144”) and (y) the date on which such Registration Filing Failure is cured; (viii) on the thirtieth every 30th day after the date day of a Filing an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty 30 days) until the earlier of (x) the date as of which the Investors may sell all of the Registrable Securities without limitation or restriction pursuant to Rule 144 and (y) the date on which such Filing Effectiveness Failure is cured; (viiiii) on the thirtieth every 30th day after the date initial day of an Effectiveness a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).30

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable respective Effectiveness Deadline, Deadline (an “Effectiveness Failure”) or (iiiii) on any day after the applicable Effective Date, Date and prior to the expiration of the Effective Period (as defined below) sales of all of the Registrable Securities required to be included on covered by such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined set forth in Section 3(r)2.1(c) or due to a change in the Prospective Seller’s “plan of distribution” or the inaccuracy of any information provided by the Prospective Seller(s)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a Company’s failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the shares of Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder Investor by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder an increased interest rate of 0.50% on the principal amount of any Option Notes that are convertible into the Registrable Securities relating registered, or available to be registered, on a Registration Statement that is subject to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Filing Failure, Effectiveness Failure or Maintenance Failure for each thirty (ii30) the day of a period during which such Filing Failure; , Effectiveness Failure or Maintenance Failure continues (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro pro-rated for periods any period totaling less than thirty (30) days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder an Investor shall be entitled pursuant to this Section 2(g2.1(b) are referred to herein as “Registration Delay Payments.” Such Registration Delay Payments shall will be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise capitalized by adding to the Registration Delay Payments is curedoutstanding principal amount from time to time of the Notes. In the event the Company fails to make Registration Delay Payments in a timely manner, Payment of such Registration Delay Payments by the Company shall bear interest at be in addition to, and shall not limit, the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything other remedies available to the contrary contained herein, Registration Delay Payments shall (i) not, Investor in the aggregate, exceed fifteen percent (15%) event that the Company does not comply with this Article II with respect to the filing and effectiveness of the aggregate Purchase Price, (ii) cease registration statement referred to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below)herein.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) Deadline, or (B) not declared effective by the SEC on or before the applicable date that is (x) in the event that the Registration Statement is not subject to a full review by the SEC, ninety (90) days after the Closing Date or (y) in the event that the Registration Statement is subject to a full review by the SEC, one hundred twenty (120) days after the Closing Date (the "Effectiveness Deadline, (an “Effectiveness Failure”") or (iiiii) on any day after such Registration Statement has been declared effective by the applicable Effective Date, SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)3(p)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure Statement or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities Convertible Debentures relating to such Registration Statement an amount in cash equal to one percent (1.0%) the product of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day outstanding principal amount of a such Investor's Convertible Debentures to which the Registration Failure, Statement relates multiplied by (ii) the day product of a Filing Failure; (iiiI) .00067 multiplied by (II) the day sum of an Effectiveness Failure; (ivx) the initial day number of a Maintenance Failure; (v) on the thirtieth day days after the date applicable Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of a days after the applicable Effectiveness Deadline that the Registration Failure and every thirtieth day thereafter Statement is not declared effective by the SEC, plus (pro rated for periods totaling less than thirty z) the number of days) until , in each instance, after the Registration Statement has been declared effective by the SEC that such Registration Failure Statement is cured; not available (viother than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous)Registration Statement. The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) Deadline, or (B) not declared effective by the SEC on or before the applicable date that is ninety (90) days after the Closing Date (the "Effectiveness Deadline, (an “Effectiveness Failure”") or (iiiii) on any day after such Registration Statement has been declared effective by the applicable Effective Date, SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)3(p)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure Statement or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities Convertible Debentures relating to such Registration Statement an amount in cash equal to one percent (1.0%) the product of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day outstanding principal amount of a such Investor's Convertible Debentures to which the Registration Failure, Statement relates multiplied by (ii) the day product of a Filing Failure; (iiiI) .00067 multiplied by (II) the day sum of an Effectiveness Failure; (ivx) the initial day number of a Maintenance Failure; (v) on the thirtieth day days after the date applicable Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of a days after the applicable Effectiveness Deadline that the Registration Failure and every thirtieth day thereafter Statement is not declared effective by the SEC, plus (pro rated for periods totaling less than thirty z) the number of days) until , in each instance, after the Registration Statement has been declared effective by the SEC that such Registration Failure Statement is cured; not available (viother than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous)Registration Statement. The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”) or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure Statement or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent and one half (1.01.5%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty (30) days) thereafter until such Registration Filing Failure is cured; (viii) on the thirtieth day after the date of a Filing an Effectiveness Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Effectiveness Failure is cured; and (viiiii) on the thirtieth initial day after the date of an Effectiveness a Maintenance Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty (30) days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary contained hereincontrary, in no event shall the aggregate amount of Registration Delay Payments shall (iother than Registration Delay Payments payable pursuant to events that are within the control of the Company) notexceed, in the aggregate, exceed fifteen percent (15%) 10% of the aggregate Purchase Price, (ii) cease to accrue when all Price of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below)Notes.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable respective Effectiveness Deadline, Deadline (an “Effectiveness Failure”); provided, however, that for thirty (30) days following the Effectiveness Deadline there will be no Effectiveness Failure if the SEC is reviewing the Registration Statement and the Company is using its best efforts to have the Registration Statement declared effective or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure Statement or to register a sufficient number of shares Shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a any Filing Failure, Effectiveness Failure or Maintenance Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) principal amount of such Investor’s Holder's Notes relating to the Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and on every thirtieth (30th) day thereafter (pro rated for periods totaling less than thirty (30) days) until such Registration Filing Failure is cured; (viii) on the thirtieth day after the date of a Filing an Effectiveness Failure and on every thirtieth (30th) day thereafter (pro rated for periods totaling less than thirty (30) days) until such Filing Effectiveness Failure is cured; (vii) on the thirtieth day after the date of provided, however, if an Effectiveness Failure occurs and there has been an SEC review of the Registration Statement, Registration Delay Payments will begin to accrue on the 30th day following the Effectiveness Deadline; and (iii) the initial day of a Maintenance Failure and on every thirtieth (30th) day thereafter (pro rated for periods totaling less than thirty days(30) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as “"Registration Delay Payments.” ". Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above thirtieth (30th) day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. By way of example, if a Registration Statement covering the Registrable Securities is filed on the 6th day following the Filing Deadline, the Company shall pay to the Holders the Registration Delay Payment on the date of the Filing Failure and shall, on or prior to the third Business Day following such 6th day, pay to the Holders a pro rata amount of the Registration Delay Payment for such subsequent period (determined by multiplying such Registration Delay Payment by the product obtained by dividing the number of days (6) during which such Filing Failure occurred during such subsequent period by 30)). In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the Registration Delay Payments exceed ten percent (10%) of the aggregate principal amount of the Notes held by all Holders on the date hereof (the "Registration Delay Payments Cap"). Any amount in excess of the Registration Delay Payments Cap (the "Excess Registration Delay Payments") shall cause the Conversion Price of the Holder's Notes to be lowered by an amount equal to the quotient of the amount of such Holders Excess Registration Delay Payments divided by the then outstanding amount of such Holder's Notes. Notwithstanding anything to the contrary contained herein, (y) in no event shall the Company be liable for any damages in connection with the Warrant or Warrant Shares and (z) no Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease be payable with respect to accrue when all of the any Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination excluded from a Registration Statement by election of the Registration Period (as defined below)a Holder.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to Section 7.02, if: (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (iia) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company Buyer pursuant to this Agreement is (A) not filed with the SEC Commission on or before the applicable Filing Deadline (a “Filing Failure”); (b) or (B) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by Buyer pursuant to this Agreement is not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”) ); or (iiic) on any day after the applicable date on which the Registration Statement is declared effective by the Staff (the “Effective Date”), sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (Period, as defined in Section 3(r))below) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure Statement or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Buyer Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for in satisfaction of the damages to any holder Seller by reason of a Failure (which remedy shall not be exclusive any such delay in or reduction of any other remedies available at law or in equityits ability to sell the Shares, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company Buyer shall pay to each holder of Registrable Securities relating to such Registration Statement Seller an amount in cash equal to one two percent (1.02%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) value of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each all of the following datesShares issued pursuant to this Agreement, determined with reference to the average closing stock price of Buyer Stock on the ten Trading Days ending one Trading Day prior to the Closing: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty 30 days) thereafter until such Registration Filing Failure is cured; (viii) on the thirtieth initial day after the date of a Filing an Effectiveness Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty 30 days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viiiiii) on the thirtieth day after the initial date day of a Maintenance Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty 30 days) thereafter until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous)with a maximum penalty of twelve months. The payments to which a holder Seller shall be entitled pursuant to this Section 2(g) 7.03 are referred to herein as “Registration Delay Payments.” The first such Registration Delay Payment shall be paid within three Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (IA) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (IIB) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company Buyer fails to make a Registration Delay Payments Payment in a timely manner, such Registration Delay Payments Payment shall bear interest at the rate of one two percent (12.0%) per month (prorated for partial months) until paid in full. In addition, the Seller shall, among seeking other remedies, be entitled to seek injunctive relief compelling the Buyer to address the Filing Failure, Effectiveness Failure or the Maintenance Failure. Notwithstanding anything to the contrary contained hereinforegoing, no Registration Delay Payments shall (i) not, in accrue with regard to any portion of a Filing Failure or Maintenance Failure that occurs or continues after the aggregate, exceed fifteen percent (15%) first anniversary of the aggregate Purchase PriceCommencement Date, (ii) cease provided that the Seller is then eligible to accrue when all of sell the Registrable Securities may be sold pursuant to without limitation under Rule 144 without any restrictions or limitations and (iii) cease to accrue upon under the termination of the Registration Period (as defined below)Securities Act.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial a Registration Statement when declared effective fails to register all of the Initial Required Registration Amount of Initial Registrable Securities required or requested to be included therein (other than (x) by reason of Section 2.1(b) or (y) because the SEC advises or requires the Company to reduce the number of Registrable Securities to be included in such offering (a SEC requirement will be deemed to have occurred if the SEC would treat an Investor as an underwriter absent such reduction)) (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or or, (B) filed with the SEC but not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (as defined below) (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement (as in effect on the Effective Date) cannot be made (other than during an Allowable Grace a Blackout Period (as defined in Section 3(r)2.9)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock Statement or a failure due to maintain the listing a suspension or delisting of the applicable Registered Securities that are Common Stock, Preferred Stock or Warrants on its principal trading market or exchange) (a “Maintenance Failure” and collectively with any of a Registration Failure, a Filing Failure, and an Effectiveness Failure or Maintenance Failure, the “Failures” and each a “Registration Statement Failure”), ) then, as partial relief for the damages to any holder Investor by reason of a Failure any such delay in or reduction of its ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Investor which holds Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount purchase price paid by such Investor (as defined in or with respect to any assignee of an original Buyer, the Securities Purchase Agreementoriginal Buyer) of under such Investor’s (or with respect to any assignee of an original Buyer, such original Buyer’s) Exchange Agreement for the portion of the Registrable Securities whether or not included in subject to and limited by such Registration Statement, Statement Failure on each of the following dates: (iI) the day of a Registration Failure, ; (iiII) the day of a Filing Failure; (iiiIII) the day of an Effectiveness Failure; (ivIV) the initial day of a Maintenance Failure; (vV) on the thirtieth (30th) day after the date of a Registration Failure and every thirtieth (30th) day thereafter (pro pro-rated for periods totaling less than thirty (30) days) until such Registration Failure is cured; (viVI) on the thirtieth (30th) day after the date of a Filing Failure and every thirtieth (30th) day thereafter (pro pro-rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (viiVII) on the thirtieth (30th) day after the date of an Effectiveness Failure and every thirtieth (30th) day thereafter (pro pro-rated for periods totaling less than thirty (30) days) until such Effectiveness Failure is cured; and (viiiVIII) on the thirtieth (30th) day after the initial date of a Maintenance Failure and every thirtieth (30th) day thereafter (pro pro-rated for periods totaling less than thirty (30) days) until such Maintenance Failure is cured; provided however, in . The Company shall also pay the event that there shall be more than one Failure occurring simultaneously, reasonable fees of Legal Counsel to enforce the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous)provisions hereof. The payments to which a holder an Investor shall be entitled pursuant to this Section 2(g2.7(c) are referred to herein as “Registration Delay Payments.” Notwithstanding the foregoing, Registration Delay Payments shall will not be paid payable to an Investor to the extent that incomplete or incorrect information submitted to the Company by or on behalf of such Investor (or, with respect to any Investor that is not an original Buyer, the earlier original Buyer that assigned the Registrable Securities to the Investor) is the proximate cause of (I) the dates set forth above and (II) the third Business Day after the event or failure Registration Statement Failure giving rise to the Company’s requirement to make a Registration Delay Payments is curedPayment. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Registration Delay Payments shall be paid within three (3) Business Days after the day of the Registration Failure, Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the thirtieth (30th) day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. Notwithstanding anything to the contrary contained hereinin this Agreement, if there is more than one type of Registration Statement Failure occurring concurrently with respect to the same Registrable Securities, any Registration Delay Payments under this Section 2.7(c) shall (i) not, in not be cumulative or aggregated for each type of Registration Statement Failure occurring concurrently with respect to the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the same Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below)Securities.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief the sole and exclusive remedy for the damages to any holder by reason of a Failure (which remedy shall not be exclusive any such delay in or reduction of any other remedies available at law or in equity, including, without limitation, specific performance or its ability to sell the additional obligation of the Company to register any Cutback Shares)applicable Registrable Securities, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro pro-rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro pro-rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro pro-rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro pro-rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen five percent (155.0%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities Securities, whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (viii) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (viiiii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viiiiv) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (11.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained hereinforegoing, (i) no Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease be owed to accrue when an Investor with respect to any period during which all of the such Investor’s Registrable Securities may be sold pursuant to by such Investor under Rule 144 without or, with respect to any restrictions or limitations Investor, to the extent the Company has previously paid to such Investor an aggregate of Registration Delay Payments in excess of ten percent (10%) the aggregate Purchase Price of such Investor and (iiiii) cease no Registration Delay Payments shall be owed to accrue upon any Investor that elects not to be named as an underwriter in a Registration Statement to the termination of extent required by the Registration Period (as defined below)SEC.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “"Registration Failure”"), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “"Effectiveness Failure”") or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “"Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ") then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities Securities, whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen ten percent (1510.0%) of the aggregate Purchase Price, Price and (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below)limitations.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “"Registration Failure”"), (ii) a Registration Statement covering (A) all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “"Filing Failure”") or (B) all of the Registrable Securities required to be covered thereby (other than Cutback Shares) and required to be filed by the Company pursuant to this Agreement is not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “"Effectiveness Failure”") or (iii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock (other than Cutback Shares) or a failure to maintain the listing of the Common Stock) (a “"Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ") then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Sharesperformance), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.01.5%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement, Statement (other than Cutback Shares in case the event triggering the provisions of this Section 2(g) is an Effectiveness Failure) on each of the following dates: (i) the day of a Registration Failure, ; (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable respective Filing Deadline (a “Filing Failure”"FILING FAILURE") or (B) not declared effective by the SEC on or before the applicable respective Effectiveness Deadline, Deadline (an “Effectiveness Failure”"EFFECTIVENESS FAILURE") or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure Statement or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common StockShares) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), "MAINTENANCE FAILURE") then, unless such failure or delay has been directly caused by the failure of one or more Buyers to meet their obligations hereunder or is the direct result of delays resulting from the actions or inactions of the Legal Counsel, in connection as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one half percent (1.01.5%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of Price paid for such Investor’s Buyer's Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date initial day of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) thereafter until such Filing Failure is cured; (viiii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date day of a Maintenance an Effectiveness Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Failure is cured; (iii) on the thirtieth day (pro rated for periods totaling less than thirty days) after the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as “Registration Delay Payments"REGISTRATION DELAY PAYMENTS.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (11.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities Securities, whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (iia) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, ; (an “Effectiveness Failure”) or (iiib) on any day after the applicable Effective DateRegistration Statement has been declared effective by the SEC, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such the Registration Statement or otherwise (including, including without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such the Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement, a failure or to register a sufficient number of shares of Common Stock Stock), or a failure (c) the Company fails at any time to maintain fully comply with the rules and regulations of the applicable Nasdaq market and the Nasdaq staff notifies the Company of such non-compliance, including the standards for continued listing of the Company's Common Stock) Stock on the applicable Nasdaq market, then the Company shall be in breach of this Agreement (such a “Maintenance Failure” breach being a "Registration Statement Default"). As partial ------------------------------ relief for any Registration Statement Default and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder Holder by reason of a Failure any such delay in or reduction of its ability to sell the Registrable Securities, the remedy shall be as provided for by and in the Preferred Warrants and the Certificate of Designation (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or ). Notwithstanding the additional obligation of the Company to register any Cutback Shares)foregoing, the Company shall pay have thirty (30) days to each holder of Registrable Securities relating to such cure a Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day Default after the date of its occurrence and to deliver a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until written statement to the holders of Registrable Securities certifying that such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is Statement Default has been so cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure if such cure is timely effected and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure statement is cured; provided however, in the event that there shall be more than one Failure occurring simultaneouslytimely delivered, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% Company shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise subject to the remedies for a Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below)Statement Default.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to any elections made pursuant to Section 4(b), if (i) the Initial a Registration Statement when covering all the Registrable Securities is not declared effective fails to register by the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”)Commission on or before the Effectiveness Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to thereby, as described in Section 2(e) of this Agreement Agreement, is (A) not filed with the SEC Commission on or before the applicable Filing Deadline (a “Filing Failure”deadline described in Section 2(e) of this Agreement or (B) is not declared effective by the SEC Commission on or before the applicable Effectiveness Deadlinedeadline described in Section 2(e) of this Agreement, (an “Effectiveness Failure”) or (iii) on any day after such Registration Statement has been declared effective by the applicable Effective DateCommission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made as a matter of law (other than during an Allowable Grace Period (as defined in Section 3(r))3(n) of this Agreement) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure Statement or to register a sufficient number of shares of Common Stock or but excluding failures caused solely by a failure to maintain the listing breach of the Common Stockapplicable Investor’s obligations hereunder), or (iv) a Grace Period (as defined in Section 3(n) of this Agreement) exceeds the length of an Allowable Grace Period (each of the items described in clauses (i), (ii), (iii) and (iv) above shall be referred to as a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “FailureDelay”), then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), ) the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date occurrence of a each Registration Failure Delay and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) thereafter until such Registration Failure Delay is cured; cured to each holder of the Series AA Preferred an amount in cash equal to the product of (vii) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter principal amount paid for the Series AA Preferred held by such holder or the related Conversion Shares multiplied by (pro rated for periods totaling less than thirty daysii) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate two percent (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous2%). The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as “Registration Delay Payments.” The Registration Delay Payments shall be paid in cash on the earlier of (IA) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (IIB) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) Deadline or (iiiii) on any day after the applicable Effective Date, Registration Statement has been declared effective by the SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(t))) pursuant to such the Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such the Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement, a failure Statement or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not not, except as described below in this Section 2(f), be exclusive of any other remedies under the Transaction Documents, available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Notes an amount in cash equal to one percent (1.0%) the product of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day principal amount of a Registration Failure, the Notes held by each holder multiplied by (ii) the day product of a Filing Failure; (iiiA) 0.000667 multiplied by (B) the day sum (without duplication) of an Effectiveness Failure; (ivx) the initial day number of a Maintenance Failure; (v) on the thirtieth day days after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until Filing Deadline that such Registration Failure Statement is cured; not filed with the SEC, plus (viy) on the thirtieth day number of days after the date applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day days after the date Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until at least all the Registrable Securities required to be included on such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneousRegistration Statement pursuant to Section 2(e). The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as “Registration Delay Payments"REGISTRATION DELAY PAYMENTS.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) 2.0% per month (prorated for partial months) until paid in full. Notwithstanding anything In the event the Company files, by the Filing Deadline, a Registration Statement coving all the Registrable Securities and required to be filed pursuant to this Agreement and the contrary contained hereinCompany uses its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable, but such Registration Statement is not declared effective on or before the Effectiveness Deadline, the holders of the Notes shall not be entitled to any remedies, under the Transaction Documents, at law or in equity, due to such failure of the Registration Statement to be declared effective, other than the Registration Delay Payments (including any interest accruing thereon), for a period of 30 days following the Effectiveness Deadline, after which period such Registration Delay Payments shall (i) notno longer be exclusive of any other remedies available under the Transaction Documents, at law or in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below)equity.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) Deadline or (iiiii) on any day after the applicable Effective Date, Registration Statement has been declared effective by the SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(m))) pursuant to such the Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such the Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement, a failure Statement or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Buyer then holding Registrable Securities relating to (or Preferred Shares) covered by such Registration Statement an amount in cash equal to one two percent (1.02%) of the aggregate Subscription Amount (as defined in portion of the Securities Purchase Agreement) of Price attributable to such Investor’s Registrable Securities whether (or Preferred Shares) then held by such Buyer, for each thirty (30) day period the applicable Registration Statement is not effective or available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included in on such Registration Statement, on each of the following dates: Statement (i) the day of or a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (lesser pro rated for periods totaling rata payment amount if such period is less than thirty (30) days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured); provided however, that notwithstanding anything in this Agreement to the event that there contrary, the parties hereto hereby agree that, with respect to any underwritten registration hereunder, the Effectiveness Deadline and Allowable Grace Period, as the case may be, shall be more than one Failure occurring simultaneouslyautomatically extended to the extent a delay is caused by the underwriter or the underwriting process, the 1.0% shall apply including, but not limited to, any failure to register any Registrable Securities in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long said registration as such Failures are simultaneous)a result of an underwriter's cut-back under Section 2(g) hereof. The payments to which a holder shall be entitled pursuant to this Section 2(g2(e) are referred to herein as “Registration Delay Payments"REGISTRATION DELAY PAYMENTS.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Delayed Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the New Registrable Securities or the Additional Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement Section 2 is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”"FILING FAILURE") or (B) filed with the SEC but not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”"EFFECTIVENESS FAILURE") or (iiiii) on any day after the applicable Effective Date, Date sales of all of the such Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)3.19)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure suspension or delisting of the Common Stock on its principal trading market or exchange, or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), "MAINTENANCE FAILURE") then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of New Registrable Securities or Additional Registrable Securities, as applicable, relating to such Registration Statement an amount in cash equal to one percent (1.01%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) purchase price of such Investor’s Registrable Securities whether 's Initial Preferred Shares and Initial Warrants or not included in such Registration StatementAdditional Preferred Shares and Additional Warrants, respectively, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) after a Filing Failure until such Registration Filing Failure is cured; (viii) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Filing Effectiveness Failure is cured; and (viiiii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided howeverPROVIDED, in that the event that there maximum amount payable by the Company pursuant to this Section 2.3 with respect to such Registration Statement shall be more than one Failure occurring simultaneously, the 1.0not exceed 10% shall apply in of the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as purchase price of such Failures are simultaneous)Investor's Registrable Securities included in such Registration Statement. The payments to which a holder shall be entitled pursuant to this Section 2(g) 2.3 are referred to herein as “Registration Delay Payments"REGISTRATION DELAY PAYMENTS.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of each calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest interest, from the date the Registration Delay Payment was due until the date such Registration Delay Payment is paid in full, at the rate of one ten percent (110%) per month (prorated for partial months) until paid in fullannum. Notwithstanding anything to the contrary contained herein, the Company shall not be required to pay any Registration Delay Payments shall (i) not, in to the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease extent that such registration is required to accrue when all of the Registrable Securities may be sold made pursuant to Rule 144 without any restrictions or limitations and (iii) cease a Registration Statement on Form S-1 for the sole reason that Form S-3 is unavailable to accrue upon the termination of the Registration Period (as defined below)such registration.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”) or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), (A) the Company shall pay to each holder the holders of Registrable Securities relating to such Registration Statement Statement, pro rata in proportion to the number of such Registrable Securities held by each such holder, an aggregate amount in cash equal to one percent (1.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iiiii) the day of an Effectiveness Failure; and (iviii) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty daysB) until the Company shall pay to the holders of Registrable Securities relating to such Registration Failure is cured; Statement, pro rata in proportion to the number of such Registrable Securities held by each such holder, an aggregate amount in cash equal to two percent (vi2.0%) of the aggregate Purchase Price of such Registrable Securities included in such Registration Statement on each of the following dates: (i) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (viiii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viiiiii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) at any time (other than during an Allowable Grace Period) the Initial Registration Statement when declared effective Company fails to register file any registration statement required pursuant to Section 2.1(a) in the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”time periods specified in either Section 2.3(a) or Section 2.3(b), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the as applicable Filing Deadline (a “Filing Failure”) or (Bii) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, sales of all of the Holders; Registrable Securities required to be included on such Registration Statement registered in accordance with Section 2.1(a) cannot be made (other than during an Allowable Grace Period (as defined Period) during the time periods specified in Section 3(r2.3(a) or Section 2.3(b))) pursuant to such Registration Statement or otherwise (, as applicable, including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement a required registration statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure registration statement or to register a sufficient number of shares of Common Stock Registrable Securities) (an “Effectiveness Failure”), or a failure to maintain (iii) the listing of the Common StockADSs are not listed or included for quotation on NASDAQ or any other U.S. securities exchange in accordance with Section 2.3(q) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Listing Failure”), then, as partial relief for the damages to any holder Investor by reason of a Failure any such delay in or reduction of the ability of the Holders to sell their Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), ) the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Investor an amount in cash equal to one and one-half percent (1.01.5%) of the aggregate Subscription Amount (as defined Aggregate Issue Price of the Holders’ Registrable Securities included in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, applicable registration statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth (30th) day thereafter (pro rated for periods totaling less than thirty (30) days) until such Registration Failure is cured; (vi) on following the thirtieth day after the date occurrence of a Filing Failure, Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) or Listing Failure, as applicable, until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Failure, Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance or Listing Failure is cured; provided howeverthat the aggregate amount to be paid in respect of any single Filing Failure, Effectiveness Failure or Listing Failure shall not exceed six percent (6.0%) of the aggregate Issue Price of the Holders’ Registrable Securities included in the event that there shall be more than one Failure occurring simultaneouslyapplicable registration statement, the 1.0% shall apply in the aggregate plus interest (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneousapplicable). The payments to which a holder shall be entitled pursuant to this Section 2(g) 2.7 are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (Ii) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (IIii) the third fifth (5th) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) Deadline or (iiiii) on any day after such Registration Statement has been declared effective by the applicable Effective Date, SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure Statement or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities Convertible Debentures relating to such Registration Statement an amount in cash equal to one percent (1.0%) the product of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, Outstanding Principal Amount (as such term is defined in the Convertible Debentures) multiplied by (ii) the day product of a Filing Failure; (iiiI) 0.0005 multiplied by (II) the day sum of an Effectiveness Failure; (ivx) the initial day number of a Maintenance Failure; (v) on the thirtieth day days after the date applicable Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of a days after the applicable Effectiveness Deadline that the Registration Failure and every thirtieth day thereafter Statement is not declared effective by the SEC, plus (pro rated for periods totaling less than thirty daysz) until the number of days after the Registration Statement has been declared effective by the SEC that such Registration Failure Statement is cured; not available (viother than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous)Registration Statement. The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid in the form of Common Stock on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. The number of shares of Common Stock to be issued for any Registration Delay Payment shall be the amount of such Registration Delay Payment divided by the average Closing Sale Price (as defined in the Debentures) of the Common Stock for the five (5) trading days immediately preceding the date of payment. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable respective Effectiveness Deadline, Deadline (an “Effectiveness Failure”) or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure Statement or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), including, without limitation, specific performance or the additional obligation of the Company shall pay to register any Cutback Shares)the holders of Registrable Securities relating to such Registration Statement an aggregate amount in cash of $25,000 on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) the day of an Effectiveness Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. In addition to the foregoing, if the Registration Statement is not declared effective by the SEC on or prior to 120 days after the Closing Date, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount additional delay payment in cash equal to one percent (1.0%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous)$25,000. The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be capped at an aggregate of $100,000. Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (11.0%) of the total amount of the Registration Delay Payments per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained hereinforegoing, no Registration Delay Payments shall (i) notbe due or payable if any delay or failure to file a Registration Statement or Maintenance Failure is directly caused by statements, in omissions, action or inaction solely on the aggregate, exceed fifteen percent (15%) part of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below)Buyer.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register all of the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”)Securities, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the date the applicable Effective Date, Registartion Statement is declared effective by the SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Marketa Trading Market (as defined in the Purchase Agreements), a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Sharesperformance), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) purchase price of such Investor’s Registrable Securities pursuant to the Purchase Agreement whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iiiii) the day of an Effectiveness Failure; (iviii) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (viiv) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (viiv) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viiivi) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(h) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to Section 1(b) of this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”) ); or (iiiii) on for more than thirty days in any day after one calendar year during the applicable Effective DateEffectiveness Period, sales of all of the Registrable Securities required to be included on such that have previously been covered by an effective Registration Statement cannot be made (other than during are no longer covered by an Allowable Grace Period (as defined in Section 3(r))) pursuant to such effective Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” ”, and collectively with a Registration Failure, a Filing Failure, Effectiveness Failure and an Effectiveness Failure, the “Failures” and Maintenance Failure each being referred to herein as a “Failure”), ) then, as partial relief for in lieu of the damages to any holder of Registrable Securities by reason of a Failure such delay in or reduction of its ability to sell such Registrable Securities (which remedy payments shall not be the exclusive of any other remedies available at law under this Agreement or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Sharesunder applicable law), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Lender an amount in cash equal to one percent (1.0%) 0.75% of the aggregate Subscription Amount (as defined original Loan represented by the Registrable Securities included in such Registration Statement or, in the Securities Purchase Agreement) case of such Investor’s a Filing Failure, the Registrable Securities whether or not required by this Agreement to be included in such Registration Statement, on each of the following dates: (i) the day within five (5) Trading Days of a Registration Failure, Failure and (ii) the day on every monthly anniversary of such Failure (in each case, on a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated rata basis for periods totaling less than thirty 30 days) until such Registration Failure is cured; (vi) on cured or the thirtieth day after end of the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure Effectiveness Period, whichever is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous)earlier. The payments to which a holder Lender shall be entitled pursuant to this Section 2(g1(d) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event If the Company fails to make Registration Delay Payments in a timely mannerwithin five (5) Business Days after the date payable, such Registration Delay Payments shall bear interest at the rate of one percent (1%) 18% per month (prorated for partial months) annum until paid in full. Notwithstanding anything to the contrary contained hereinherein or in the Loan Agreement, in no event shall the Company be liable in any 30-day period, for Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) excess of 0.75% of the aggregate Purchase Price, (ii) cease to accrue when all of original Loan represented by the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon included in a Registration Statement that is the termination subject of the Registration Period (as defined below)a Failure.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable respective Effectiveness Deadline, Deadline (an “Effectiveness Failure”) or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible MarketMarket (as defined in the Securities Purchase Agreement), a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the on every thirtieth day of a Registration Failure, (ii) after the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter until such Filing Failure is cured (all such periods to be pro rated for periods totaling less than thirty days) until such Registration Failure is cured); (viii) on the every thirtieth day after the date day of a Filing an Effectiveness Failure and every thirtieth day thereafter until such Effectiveness Failure is cured (all such periods to be pro rated for periods totaling less than thirty days) until such Filing Failure is cured); and (viiiii) on the every thirtieth day after the date initial day of an Effectiveness a Maintenance Failure and every thirtieth day thereafter until such Maintenance Failure is cured (all such periods to be pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” ”. Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. Notwithstanding the foregoing, Registration Delay Payments payable pursuant to this Section 2(g) shall cease to accrue after the date that is six (6) months after the Closing Date. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable respective Effectiveness Deadline, Deadline (an “Effectiveness Failure”) or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure Statement or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.01%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty days) thereafter until such Registration Filing Failure is cured; (viii) on the thirtieth day after the date of a Filing an Effectiveness Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty days) thereafter until such Filing Effectiveness Failure is cured; (viiiii) on the thirtieth initial day after the date of an Effectiveness a Maintenance Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) 1.0% per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (iix) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “"Effectiveness Failure”") or (iiiy) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “"Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”"), then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iiiii) the day of an Effectiveness Failure; (iviii) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (viiv) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty days) until such Filing Failure is cured; (viiv) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viiivi) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(h) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”)Securities, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “"Effectiveness Failure”") or (iii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “"Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ") then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iiiii) the day of an Effectiveness Failure; (iviii) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (viiv) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (viiv) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viiivi) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained hereinforegoing, no Registration Delay Payments shall be owed to an Investor (iother than with respect to a Maintenance Failure resulting from a suspension or delisting of (or a failure to timely list) not, in the aggregate, exceed fifteen percent (15%shares of Common Stock on the Principal Market) of the aggregate Purchase Price, (ii) cease with respect to accrue when any period during which all of the such Investor’s Registrable Securities may be sold pursuant to by such Investor without any restriction or limitation under Rule 144 (including, without any restrictions or limitations limitation, volume restrictions) and (iii) cease to accrue upon without the termination of the Registration Period (as defined belowneed for current public information required by Rule 144(c)(1)).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) ), up to a maximum of 10% of the Purchase Price, of such Investor’s Registrable Securities whether or (solely with respect to such Registrable Securities that are not included in such an effective Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; , (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to For the contrary contained hereinavoidance of doubt, the Company will not owe any Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease with respect to accrue when all of the any securities that are not deemed to be Registrable Securities because they may be sold pursuant to without volume limitations under Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below)144.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock Shares or a failure to maintain the listing of the Common StockShares) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro pro-rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro pro-rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro pro-rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro pro-rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue during periods when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) but not declared effective by the SEC on or before the applicable respective Effectiveness Deadline, Deadline (an “"Effectiveness Failure”") or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure suspension or delisting of the Common Stock on its principal trading market or exchange, or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) and such inability to make such sales continues for a period of ten (10) consecutive Trading Days or for more than an aggregate of twenty (20) days in any 365-day period (excluding days during an Allowable Grace Period) (any such period of inability to sell, a “"Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ") then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Statement, an amount in cash equal to one percent (1.0%) of the aggregate Subscription Amount Failure Rate (as defined in the Securities Purchase Agreementbelow) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Registration Effectiveness Failure is cured; and (viii) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in . The Company shall also pay the event that there shall be more than one Failure occurring simultaneously, reasonable fees of Legal Counsel to enforce the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous)provisions hereof. The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as “"Registration Delay Payments.” " Notwithstanding the foregoing, the maximum amount of Registration Delay Payments payable hereunder as a result of the Failure Rate shall be 18% of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Registrable Securities included in such Registration Statement. Registration Delay Payments shall be paid on the day of the Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall The "Failure Rate" means (i) notwith respect to an Effectiveness Failure, an amount in the aggregate, exceed fifteen percent cash equal to (15%x) 0.167% per month of the aggregate Purchase PricePrice of such Investor's Registrable Securities included in such Registration Statement or (y) if an Effectiveness Failure continues on for a period of time that is more than 180 days after the Effectiveness Deadline, then the Failure Rate shall increase to 0.33% and (ii) cease with respect to accrue when all a Maintenance Failure, an amount in cash equal to 0.33% per month of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and aggregate Purchase Price (iii) cease to accrue upon the termination of the Registration Period (as defined belowprorated for partial months).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. (i) If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Initial Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to Section 2(a)(i) or Section 2(e)(i) of this Agreement is not (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) Deadline or (iiiii) on any day after the applicable Effective Date, Registration Statement has been declared effective by the SEC sales of all of the Initial Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(t))) pursuant to such the Registration Statement or otherwise (including, without limitation, including because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such the Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement, a failure Statement or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively as determined in accordance with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”Section 2(e)), then, as partial relief for the damages to any holder of the Initial Warrants by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each such holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent the product of (1.0%i) of the aggregate Subscription Amount total Aggregate Exercise Price (as defined in the Securities Purchase AgreementInitial Warrants) of all Initial Warrants held by such Investor’s holder and to which the Registration Statement relates, multiplied by (ii) the sum of (A) 0.02, if the Registration Statement is not filed by the applicable Filing Deadline, plus (B) 0.02, if the Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus (C) the product of (I) 0.000667 multiplied by (II) the sum (without duplication) of (x) the number of days after the applicable Filing Deadline that such Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that such Registration Statement is not declared effective by the SEC, plus (z) the number of days after such Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Initial Registrable Securities whether or not required to be included in and maintained on such Registration StatementStatement pursuant to Section 2(e). (ii) If (i) a Registration Statement covering any Additional Registrable Securities and required to be filed by the Company pursuant to Section 2(a)(ii) or Section 2(e)(ii) of this Agreement is not (A) filed with the SEC on or before the applicable Filing Deadline or (B) declared effective by the SEC on or before the applicable Effectiveness Deadline or (ii) on any day after such Registration Statement has been declared effective by the SEC sales of all the Additional Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(t))) pursuant to such Registration Statement (including because of a failure to keep the Registration Statement effective, on each to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock as determined in accordance with Section 2(e)), then, as partial relief for the damages to any holder of the following dates: Additional Warrants by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to such holder an amount in cash equal to the product of (i) the day total Aggregate Exercise Price (as defined in the Additional Warrants) of a all Additional Warrants held by such holder and to which the Registration FailureStatement relates, multiplied by (ii) the day sum of a (A) 0.02, if the Registration Statement is not filed by the applicable Filing Failure; Deadline, plus (B) 0.02, if the Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus (C) the product of (I) 0.000667 multiplied by (II) the sum (without duplication) of (x) the number of days after the applicable Filing Deadline that such Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that such Registration Statement is not declared effective by the SEC, plus (z) the number of days after such Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Additional Registrable Securities required to be included and maintained on such Registration Statement pursuant to Section 2(e). (iii) If (i) a Registration Statement covering all the Note Registrable Securities and required to be filed by the Company pursuant to Section 2(a)(iii) or Section 2(e)(iii) of this Agreement is not (A) filed with the SEC on or before the applicable Filing Deadline or (B) declared effective by the SEC on or before the applicable Effectiveness Deadline or (ii) on any day after the Registration Statement has been declared effective by the SEC, sales of all the Note Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(t))) pursuant to the Registration Statement (including because of a failure to keep the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the Registration Statement or to register sufficient shares of Common Stock as determined in accordance with Section 2(e)), then, as partial relief for the damages to any holder of the Notes by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to such holder an amount in cash equal to the product of (i) the principal amount of the Notes held by such holder, multiplied by (ii) the sum of (A) 0.02, if the Registration Statement is not filed by the applicable Filing Deadline, plus (B) 0.02, if the Registration Statement is not declared effective by the applicable Effectiveness Failure; Deadline, plus (C) the product of (I) 0.000667 multiplied by (II) the sum (without duplication) of (x) the number of days after the applicable Filing Deadline that such Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that such Registration Statement is not declared effective by the SEC, plus (z) the number of days after such Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Note Registrable Securities required to be included and maintained on such Registration Statement pursuant to Section 2(e). (iv) If at any time after a Note Registration Statement covering the initial day resale of Note Registrable Securities filed pursuant to Section 2(a)(iv) has been declared effective by the SEC, sales of any such Note Registrable Securities that actually have been issued to, and continue to be held by, any holder of the Notes, or former holder of Notes which were converted into Note Registrable Securities, cannot be made (other than during an Allowable Grace Period (as defined in Section 3(t)) or during a time at which such issued Note Registrable Securities may be sold by such holder pursuant to Rule 144(k) of the 0000 Xxx) pursuant to such Registration Statement (including because of a Maintenance Failure; failure to keep the Registration Statement effective, or to disclose such information as is necessary for sales to be made pursuant to the Registration Statement) then, as partial relief for any damages to such holder of the Notes by reason of the reduction in its ability to sell such Note Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to such holder an amount in cash equal to the product of (i) the aggregate principal amount of the Notes that were converted into any such Note Registrable Securities, multiplied by (ii) the product of (I) 0.000667 multiplied by (II) the number of days after such Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of such Note Registrable Securities. (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as “Registration Delay Payments"REGISTRATION DELAY PAYMENTS.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) the lesser of 1.5% per month (prorated for partial months) or the highest lawful maximum interest rate, in each case, until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Additional Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock Shares or a failure to maintain the listing or trading of the Common StockShares on an Eligible Market (as defined in the Warrant) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Sharesperformance), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement (A) an amount in cash equal to one percent (1.01%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Warrant Purchase Agreement) of such Investor’s Registrable Securities whether or not required to be included in such Registration Statement, but not so included, and (B) a number of shares of Common Stock equal to the quotient of (x) one percent (1%) of the Purchase Price (as such term is defined in the Warrant Purchase Agreement) of such Investor’s Registrable Securities required to be included in such Registration Statement, but not so included, and (y) the Exercise Price (as defined in the Warrant) then in effect, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iiiii) the day of an Effectiveness Failure; (iviii) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (viiv) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (viiv) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viiivi) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on within three (3) Business Days of the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one three percent (13%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained hereinforegoing, the Company shall not pay any portion of the Registration Delay Payments in Common Stock to an Investor to the extent that after giving effect to the issuance of such Common Stock contemplated hereunder, such Investor (together with the Investors affiliates) would beneficially own in excess of 4.99% of the number of Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Investor and its affiliates shall (i) not, be calculated in the aggregate, exceed fifteen percent (15%accordance with Section 1(g) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below)Warrants.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company Parent pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable respective Effectiveness Deadline, Deadline (an “Effectiveness Failure”) or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)3(s)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure Statement or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company Parent shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) % of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of allocable to such Investor’s Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Registration Effectiveness Failure is cured; and (viii) on the thirtieth initial day after the date of a Filing Maintenance Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(e) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the day of the Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (IA) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (IIB) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company Parent fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) 2.0% per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, The cumulative Registration Delay Payments shall (i) not, in the aggregate, not exceed fifteen percent (15%) 5% of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period Price (as such term is defined belowin the Securities Purchase Agreement).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable respective Effectiveness Deadline, Deadline (an “Effectiveness Failure”) or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a Failure penalty (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.01.5%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iiiii) the day of an Effectiveness Failure; (iviii) the initial day of a Maintenance Failure; (viv) on the every thirtieth day after the date day of a Registration Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).thirty

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) but not declared effective by the SEC on or before the applicable respective Effectiveness Deadline, Deadline (an “Effectiveness Failure”) or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made for any reason (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration StatementStatement or to register, a failure subject to register the grace periods set forth in Section 2(e) a sufficient number of shares of Common Stock to enable resale of 100% of the shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants without regard to limitations on conversion, redemption and exercise of such Notes and Warrants and assuming such conversion, redemption or exercise occurred on the date of the filing of the Registration Statement or a failure to maintain the listing suspension or delisting of the Common StockStock on its principal trading exchange or market) (a “"Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty days) after a Filing Failure until such Registration Filing Failure is cured; (viii) on the thirtieth day after the date of a Filing an Effectiveness Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Filing Effectiveness Failure is cured; and (viiiii) on the thirtieth initial day after the date of an Effectiveness a Maintenance Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided provided, however, that in no event shall the event that there shall Company be liable for more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate percent (e.g., 1%) of penalties during any single thirty day period or for multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous)events during any thirty day period. The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (11.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything to The parties agree that the contrary contained herein, Company will not be liable for Registration Delay Payments shall (i) not, under this Section in the aggregate, exceed fifteen percent (15%) respect of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below)Warrants.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable respective Filing Deadline (a “Filing Failure”"FILING FAILURE") or (B) not declared effective by the SEC on or before (i) thirty (30) calendar days after the applicable Initial Effectiveness Deadline or (ii) the Additional Effectiveness Deadline, (an “Effectiveness Failure”"EFFECTIVENESS FAILURE") or (iiiii) on any day after the applicable respective Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), "MAINTENANCE FAILURE") then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), including, without limitation, specific performance or (A) the additional obligation Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to two percent (2.0%) of the Company to register any Cutback Shares), aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; and (iii) the initial day of a Maintenance Failure; and (B) the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) Price of such Investor’s 's Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (viiii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viiiiii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments"REGISTRATION DELAY PAYMENTS.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary contained hereincontrary, no Registration Delay Payments shall be due and payable for an Effectiveness Failure if (i) not, in the aggregate, exceed fifteen percent (15%) Company responded to the comments of the aggregate Purchase PriceSEC within ten (10) Business Days, took all actions within its control to cause each applicable Registration Statement to be declared effective by the SEC as soon as practicable and otherwise used its best efforts to cause each applicable Registration Statement to be declared effective by the SEC as soon as practicable or (ii) cease the Effectiveness Failure is caused solely by the fact that the SEC has requested or required that the Buyers be named as underwriters in the applicable Registration Statement and the Buyers do not agree to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below)so named.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible MarketMarket (as defined below), a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock Ordinary Shares or a failure to maintain the listing of the Common StockOrdinary Shares) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying Ordinary Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Sharesperformance), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s the Registrable Securities whether or not included in held by such Registration Statement, Investor on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iiiii) the day of an Effectiveness Failure; (iviii) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (viiv) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (viiv) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viiivi) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided provided, however, in that for the event that there shall be more than one Failure occurring simultaneouslypurposes of this Section 2(g), the 1.0% shall apply in the aggregate (e.g., during any single or multiple no Filing Failure, 1% Effectiveness Failure or Maintenance Failure shall exist solely as a result of the failure to register Cutback Shares on the Registration Statement as a direct result of a specific comment from the SEC on the Registration Statement disallowing the characterization of the sale of the Cutback Shares as a secondary offering pursuant to Rule 415 if (A) the Company otherwise satisfies its obligations under this Agreement and includes the maximum number of Registrable Securities on the Registration Statement that may be dueincluded in accordance with the SEC’s comment; and (B) at all times until any Registrable Securities excluded from the Registration Statement are registered, however 1% shall not be due “per Failure” if there is current public information, as defined in Rule 144(c), regarding the Failures are simultaneous and for so long as such Failures are simultaneous)Company. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.01.5%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and one percent (1%) of such aggregate Subscription Amount every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0then 1.5% shall apply in the aggregate (e.g., during any single or multiple Failure, 11.5% shall be due, however 11.5% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of to the extent that and while the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations limitations, and (iiiii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable respective Filing Deadline (a “Filing Failure”"FILING FAILURE") or (B) not declared effective by the SEC on or before the applicable respective Effectiveness Deadline, Deadline (an “Effectiveness Failure”"EFFECTIVENESS FAILURE") or (iiiii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)3(p)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure Statement or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), "MAINTENANCE FAILURE") then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one half percent (1.01.5%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Note Purchase Agreement) of such Investor’s Registrable Securities whether or not included 's Notes (as such term is defined in such Registration Statement, the Note Purchase Agreement) on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth (30th) day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty (30) days) until such Registration Failure is cured; (vi) on the thirtieth day after the date initial day of a Filing Failure and every thirtieth (30th) day thereafter (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (viiii) on the thirtieth (30th) day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty (30) days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date day of a Maintenance an Effectiveness Failure and on every thirtieth (30th) day thereafter (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; (iii) on the thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) after the initial day of a Maintenance Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as “Registration Delay Payments"REGISTRATION DELAY PAYMENTS.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (11.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) Deadline or (iiiii) on any day after the applicable Effective Date, Registration Statement has been declared effective by the SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(t))) pursuant to such the Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such the Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Preferred Shares an amount in cash per Preferred Share held equal to one percent (1.0%) the product of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, $1,000 multiplied by (ii) the day sum of a (A) .02, if the Registration Statement is not filed by the Filing Failure; Deadline, plus (iiiB) .02, if the Registration Statement is not declared effective by the Effectiveness Deadline, plus, (C) the day product of an Effectiveness Failure; (ivI) .000667 multiplied by (II) the initial day sum of a Maintenance Failure; (vx) on the thirtieth day number of days after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until Filing Deadline that such Registration Failure Statement is cured; not filed with the SEC, plus (viy) on the thirtieth day number of days after the date Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day days after the date Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until at least all the Registrable Securities required to be included on such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous)Registration Statement. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day business day after the event or failure giving rise to the Registration Delay Delayed Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) 2.0% per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable respective Effectiveness Deadline, (an “Effectiveness Failure”) Deadline or (iiiii) on any day after such Registration Statement has been declared effective by the applicable Effective Date, SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure Statement or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”"Selling Prohibition"), then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities Convertible Debentures relating to such Registration Statement an amount in cash equal to one percent (1.0%) the product of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, Penalty Amount applicable to such Investor multiplied by (ii) the day product of a Filing Failure; (iiiI) 0.0005 multiplied by (II) the day sum of an Effectiveness Failure; (ivx) the initial day number of a Maintenance Failure; (v) on the thirtieth day days after the date applicable Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of a days after the applicable Effectiveness Deadline that the Registration Failure and every thirtieth day thereafter Statement is not declared effective by the SEC, plus (pro rated for periods totaling less than thirty z) the number of days) until , in each instance, after the Registration Statement has been declared effective by the SEC that such Registration Failure Statement is cured; not available (viother than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous)Registration Statement. The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering the resale of all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) (it being understood that if the Company files a Registration Statement without affording each Investor the opportunity to review and comment on the same as required by Section 3(c) hereof, the Company shall not be deemed to have satisfied this clause (i)(A) and such event shall be deemed to be a Filing Failure); or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”) (it being understood that if on the Business Day immediately following the Effective Date the Company shall not have filed a “final” prospectus for such Registration Statement with the SEC under Rule 424(b) in accordance with Section 2(a) above (whether or not such a prospectus is technically required by such rule), the Company shall not be deemed to have satisfied this clause (i)(B) and such event shall be deemed to be an Effectiveness Failure); or (iiiii) on any day after the applicable Effective Date, Date of such Registration Statement sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a suspension or delisting of (or a failure to timely list) the Common Shares on its principal trading market or exchange, or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common StockShares) (a “Maintenance Failure” ”) (provided that if an Investor transfers its rights hereunder pursuant to Section 9 and collectively the transferee requests inclusion in such Registration Statement which requires the Company under applicable law to file a post-effective amendment to such Registration Statement, then a Maintenance Failure shall not be deemed to have occurred solely with a Registration Failure, a Filing Failure, respect to the filing of such post-effective amendment only if the Company is using its commercially reasonable efforts to file such amendment and an Effectiveness Failure, the “Failures” and each a “Failure”have such amendment declared effective as soon as practicable), then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the Underlying Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one-half of one percent (1.00.5%) of the aggregate Subscription Amount purchase price paid by the Buyer for the Shares under the Purchase Agreement with respect to the Underlying Common Shares to be so registered (as defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v1) on the thirtieth day after the date of a Registration such Filing Failure, Effectiveness Failure or Maintenance Failure, as applicable, and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi2) on the thirtieth every thirty (30) day after the date anniversary of (I) a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (viiII) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viiiIII) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter until such Maintenance Failure is cured (in each case, pro rated for periods totaling less than thirty (30) days) until such Maintenance Failure is cured); provided provided, however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% liquidated damages shall not be due “per Failure” if required to be paid with respect to those Registrable Securities which cannot be registered under Rule 415 solely as a result of action or pronouncement by the Failures are simultaneous and for so long as such Failures are simultaneous)SEC. The payments to which a holder shall be entitled pursuant to this Section 2(g2(e) are referred to herein as “Registration Delay Payments.” Following the initial Registration Delay Payments Payment for any particular event or failure (which shall be paid on the earlier date of (I) the dates such event or failure, as set forth above and (II) above), without limiting the third Business Day after the foregoing, if an event or failure giving rise to the Registration Delay Payments is curedcured prior to any thirtieth (30th) day anniversary of such event or failure, then no Registration Delay Payment shall be required to be paid with respect to such period. In Notwithstanding anything contained in this Section 2(e) to the contrary, in no event shall the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, exceed $50,000 in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering the resale of all of the Registrable Securities required to be covered thereby (disregarding any application of Section 00) and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline for such Registration Statement (a “Filing Failure”) or (it being understood that if the Company files a Registration Statement without affording each Investor the opportunity to review and comment on the same as required by Section 0 hereof, the Company shall be deemed to not have satisfied this clause (i)(A) and such event shall be deemed to be a Filing Failure)or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline for such Registration Statement (an “Effectiveness Failure”) (it being understood that if on the Business Day immediately following the Effective Date of such Registration Statement the Company shall not have filed a “final” prospectus for such Registration Statement with the SEC under Rule 424(b) in accordance with Section 00 above (whether or not such a prospectus is technically required by such rule), the Company shall be deemed to not have satisfied this clause (iiii)(B) and such event shall be deemed to be an Effectiveness Failure), (ii) on any day after the applicable Effective Date, Date of such Registration Statement sales of all of the Registrable Securities required to be included on such Registration Statement (disregarding any application of Section 00) cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a suspension or delisting of (or a failure to timely list) the shares of Common Stock on its principal trading market or exchange, or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively ”) or (iii) after the expiration of the Registration Period (as defined below) the Company fails to file with a Registration Failurethe SEC any required reports under Section 13 or 15(d) of the 1934 Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), a Filing Failure, and an Effectiveness Failure, the “Failures” and each if applicable) (a “FailureCurrent Public Information Default”)) as a result of which any of the Buyers are unable to sell all Registrable Securities without restriction under Rule 144 (including, thenwithout limitation, volume restrictions),then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent two (1.02%) percent of the aggregate Subscription Amount Purchase Price (as defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether (1) on the date of such Filing Failure, Effectiveness Failure, Maintenance Failure or not included in Current Public Information Default, as applicable, and (2)on every thirty (30) day anniversary of (I) a Filing Failure until such Registration Statement, on each Filing Failure is cured; (II) an Effectiveness Failure until such Effectiveness Failure is cured; (III) a Maintenance Failure until such Maintenance Failure is cured; and (IV) a Current Public Information Default until the earlier of the following dates: (i) the day of a Registration Failure, date such Current Public Information Default is cured and (ii) the day of a Filing Failure; such time that such public information is no longer required pursuant to Rule 144 (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (in each case, pro rated for periods totaling less than thirty (30) days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder an Investor shall be entitled pursuant to this Section 2(g) 00 are referred to herein as “Registration Delay Payments.” Following the initial Registration Delay Payments Payment for any particular event or failure (which shall be paid on the earlier date of (I) the dates such event or failure, as set forth above and (II) above), without limiting the third Business Day after the foregoing, if an event or failure giving rise to the Registration Delay Payments is curedcured prior to any thirty (30) day anniversary of such event or failure, then such Registration Delay Payment shall be made on the third (3rd) Business Day after such cure. In the event the Company fails to make Registration Delay Payments in a timely mannermanner in accordance with the foregoing, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained hereinforegoing, no Registration Delay Payments shall be owed to an Investor (i) not, in the aggregate, exceed fifteen percent (15%) other than with respect to a Maintenance Failure resulting from a suspension or delisting of the aggregate Purchase Price, (iishares of Common Stock on the Company’s principal trading market or exchange) cease with respect to accrue when any period during which all of the such Investor’s Registrable Securities may be sold pursuant to by such Investor without restriction under Rule 144 (including, without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined belowlimitation, volume restrictions).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company Parent pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable respective Effectiveness Deadline, Deadline (an “Effectiveness Failure”) or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure Statement or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company Parent shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent to: (1.0%i) 0.5% of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of allocable to such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of Statement for the first thirty day period (pro rated for periods totaling less than thirty days) following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an such Effectiveness Failure; (iv) the initial day of a Failure or Maintenance Failure; (vii) on 0.75% of the thirtieth aggregate Purchase Price allocable to such Investor’s Registrable Securities in such Registration Statement for the following thirty day after period (pro rated for periods totaling less than thirty days); and (iii) 1% of the date of a aggregate Purchase Price allocable to the such Investor’s Registrable Securities included in the Registration Failure and Statement for every thirtieth thirty day period thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(d) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the day of the Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (IA) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (IIB) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company Parent fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) 1.0% per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, The cumulative Registration Delay Payments shall (i) not, in the aggregate, not exceed fifteen percent (15%) 10% of the aggregate Purchase PricePrice (as such term is defined in the Securities Purchase Agreement). Notwithstanding anything herein to the contrary, (ii) cease to accrue when the extent that the registration of any or all of the Registrable Securities by Parent on the Registration Statement is prohibited (such Registrable Securities, the “Non-Registered Securities”) under Rule 415 in the opinion of the SEC, the Registration Delay Payments shall not be applicable to such Non-Registered Securities, in which case Parent will file additional Registration Statements (each, a “Subsequent Registration Statement”) each registering the Non-Registered Securities until all of the Registrable Securities have been registered. The Filing Deadline and Effectiveness Deadline of each Subsequent Registration Statement shall be, respectively, 45 and 90 days after the first day such Subsequent Registration Statement may be sold pursuant filed without objection by the Commission under Rule 415. Parent’s failure to Rule 144 without any restrictions or limitations meet the Filing Deadline and (iii) cease Effectiveness Deadline as they relate to accrue upon the termination of the Subsequent Registration Period (as defined belowStatements shall subject it to all Registration Delay Payment provisions set forth in this Section 2(d).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot otherwise be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient the then requied number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, than specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration FailureFailure and on each thirtieth Trading Day thereafter (pro-rated for periods totaling less than thirty Trading Days) until such Registration Failure is cured, (ii) the day of a Filing FailureFailure and on each thirtieth Trading Day thereafter (pro-rated for periods totaling less than thirty Trading Days) until such Filing Failure is cured; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every on each thirtieth day Trading Day thereafter (pro pro-rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty daysTrading Days) until such Effectiveness Failure is cured; and (viiiiv) on the thirtieth day after the initial date day of a Maintenance Failure and every on each thirtieth day Trading Day thereafter (pro pro-rated for periods totaling less than thirty daysTrading Days) until such Maintenance Failure is cured; provided howeverprovided, that aggregate amount of all Registration Delay Payments under and for the duration of this Agreement to all holders in the aggregate shall not exceed five percent (5%) of the aggregate Purchase Price (and such reduced amount will be distributed pro rata amongst such holders based on the aggregate Purchase Price). Notwithstanding anything to the contrary contained herein, (i) no Registration Failure, Filing Failure, Effectiveness Failure or Maintenance Failure shall continue to accrue Registration Delay Payments after the end of the Registration Period or (ii) with respect to any securities which, at the time of such Registration Failure, Filing Failure, Effectiveness Failure or Maintenance Failure, are no longer Registrable Securities. For the avoidance of doubt, in the event that there shall be more than one of a simultaneous occurrence of a Registration Failure, Filing Failure, Maintenance Failure occurring simultaneouslyor Effectiveness Failure, the 1.0% Company shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall only be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as required to make Registration Delay Payments with respect to one such Failures are simultaneous)event. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely mannerwithin seven (7) Business Days after the date payable, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investorthe Purchaser’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due ““ per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen seven percent (157%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations limitations, and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If The parties hereto agree that the Investors will suffer damages if the Company fails to fulfill its obligations under this Section 2 and that, in such case, it would not be feasible to ascertain the extent of such damages with precision. Subject to Section 2.b, if (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”) ); or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (x) during an Allowable Grace Period (as defined in Section 3(r))3.p) or (y) if the Registration Statement is on Form S-1, for a period of 15 days following the date on which the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a Statement or failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “FailureRegistration Default”), ) then, as partial relief for the damages to any holder of Registrable Securities by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares)) and not as a penalty, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash Securities, aggregate Additional Interest equal to one percent 0.50% per year on all outstanding Convertible Notes (1.0%) and all outstanding shares of Common Stock to the extent any Convertible Notes have been converted prior to the occurrence of the aggregate Subscription Amount (as defined in Registration Default and such shares of Common Stock remain Registrable Securities); provided that any payment on shares of Common Stock will be calculated based on the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each principal amount of the following dates: (i) the day Convertible Notes as a result of a Registration Failure, (ii) the day conversion of a Filing Failure; (iii) the day which such shares of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is curedCommon Stock have been issued; provided however, in the event further that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) Additional Interest will cease to accrue to holders hereunder and under the Indenture when all of any such Registration Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and subject to the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations terms and (iii) cease to accrue upon conditions of, the termination of the Registration Period (as defined below)Indenture.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial initial Registration Statement under subsection 2.1.1 or the amended Registration Statement under subsection 2.1.2 when declared effective fails to register all the Initial Required Registration Amount of Initial Registrable Securities then outstanding and held by the Holders (a “Registration Failure”), (ii) a Registration Statement Form S-3 Shelf or Form S-1 Shelf covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to subsection 2.1.1 or subsection 2.1.2 of this Agreement is (A) not filed with the SEC on or before the applicable Initial Filing Deadline or the Amended Filing Deadline, as the case may be (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline or the Amended Effectiveness Deadline, as the case may be, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Dateeffective date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in a suspension of trading permitted under Section 3(r))3.3 hereof) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Marketa trading market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock Registrable Securities or a failure to maintain the listing of the Common Stockcommon stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Sharesperformance), the Company shall pay to each holder Holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) 0.1% of the aggregate Subscription Amount (original cash value of the Registrable Securities on the date of issuance of such Registrable Securities, as defined in calculated pursuant to the Securities terms of the Stock Purchase Agreement) of , held by such Investor’s Registrable Securities whether or not included in such Registration Statement, Holder on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (in each case pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (in each case pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (in each case pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (in each case pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, cured but in no case shall the payments to be made under this section to a Holder: (A) be due and payable to any Holder in relation to any Registrable Securities that are subject to any contractual lock-up period under the Lock-Up Agreement (as defined in the event Stock Purchase Agreement) unless and until such Registration Failure, Filing Failure, Effectiveness Failure and/or Maintenance Failure is still in effect and ongoing in relation to such Registrable Securities on the date that there such Registrable Securities are no longer subject to such lock-up provisions (and any additional payments for each thirty-day period (or pro rata portion thereof) following such failures pursuant to subsections (v), (vi), (vii) and (viii) above shall be more than one Failure occurring simultaneously, not begin to run until the 1.0% shall apply date that such Registrable Securities are no longer subject to such lock-up provisions) or (B) exceed in the aggregate (e.g.a total of 5% of the original cash value of the Registrable Securities on the date of issuance of such Registrable Securities, during any single or multiple Failureas calculated pursuant to the terms of the Stock Purchase Agreement, 1% shall held by such Holder and initially required to be due, however 1% shall not be due “per Failure” if registered under the Failures are simultaneous and for so long as such Failures are simultaneous)terms of this Agreement. The payments to which a holder shall be entitled pursuant to this Section 2(g) 2.4 are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities Securities, whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen fourteen percent (1514.0%) of the aggregate Purchase Price, Price and (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of after the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable respective Filing Deadline (a “Filing Failure”"FILING FAILURE") or (B) not declared effective by the SEC on or before the applicable respective Effectiveness Deadline, Deadline (an “Effectiveness Failure”"EFFECTIVENESS FAILURE") or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure Statement or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), "MAINTENANCE FAILURE") then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) 2.0% of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty days) after a Filing Failure until such Registration Filing Failure is cured; (viii) on the thirtieth day after the date of a Filing an Effectiveness Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Filing Effectiveness Failure is cured; and (viiiii) on the thirtieth initial day after the date of an Effectiveness a Maintenance Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as “Registration Delay Payments"REGISTRATION DELAY PAYMENTS.” " Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (IA) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (IIB) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) 2.0% per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, The cumulative Registration Delay Payments shall (i) not, in the aggregate, not exceed fifteen percent (15%) 10% of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period Price (as such term is defined belowin the Securities Purchase Agreement).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) after the Initial Effectiveness Deadline, the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering the resale of all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or ), (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)3(o)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common StockStock on an Eligible Market) (a “Maintenance Failure” ”) or (iv) at any time during the period commencing from the six (6) month anniversary of the Closing Date and collectively with ending at such time that all of the Registrable Securities, if a Registration FailureStatement is not available for the resale of all of the Registrable Securities, a Filing Failuremay be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1), if the Company shall (x) fail for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current public information requirement under Rule 144(c) or (y) if the Company has ever been an issuer described in Rule 144(i)(1)(i) or becomes such an issuer in the future, and an Effectiveness Failure, the “Failures” and each Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (a “Public Information Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).such

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”) or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure Statement or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a Stock)(a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Statement: (I) on each of the day of a Filing Failure, an Effectiveness Failure and the initial day of a Maintenance Failure, an amount in cash equal to one percent the product of (1.0%i) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, Statement multiplied by (ii) 0.01, and (II) on the earlier of last day of each 30 day period after a Filing Failure; (iii) the day of , an Effectiveness Failure; (iv) Failure and the initial day of a Maintenance Failure; (v) , as the case may be, or on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event any such Filing Failure, Effectiveness Failure or failure giving rise Maintenance Failure is cured, an amount in cash equal to the product of (i) the aggregate Purchase Price of such Investor’s Registrable Securities included in such Registration Delay Payments is curedStatement included in such Registration Statement multiplied by (ii) 0.02. In the event the Company fails to make Registration Delay Payments any payments pursuant to this Section 2(f) in a timely manner, such Registration Delay Payments payments shall bear interest at the rate of one percent (1%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or ), (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with ”) or (iv) if a Registration Failure, a Filing Failure, and an Effectiveness FailureStatement is not effective for any reason or the prospectus contained therein is not available for use for any reason, the “Failures” and each Company fails to file with the SEC any required reports under Section 13 or 15(d) of the 1934 Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable) (a “Current Public Information Failure”)) as a result of which any of the Investors are unable to sell Registrable Securities without restriction under Rule 144 (including, without limitation, volume restrictions) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to (x) one percent (1.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities Securities, whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) the initial day of a Current Public Information Failure and (y) two percent (2.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities, whether or not included in such Registration Statement, on each of the following dates: (i) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (viii) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (viiiii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viiiiv) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in and (v) on the event that there shall be more thirtieth day after the initial date of a Public Information Failure and every thirtieth day thereafter (pro rated for periods totaling less than one thirty days) until such Public Information Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous)is cured. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, (i) Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and limitations, (ii) in no event shall the aggregate amount of all Registration Delay Payments (without regard to any accrued interest thereon in accordance with the preceding sentence) paid to an Investor exceed an amount equal to 10% of such Investor’s original principal amount stated in such Investor’s Note on the Closing Date, (iii) cease no single event or failure shall give rise to accrue upon the termination more than one type of Registration Delay Payment or (iv) if an Investor would be required to be named as an “underwriter” in the Registration Period (as defined below)Statement by the SEC and such Investor elects, pursuant to Section 3(s) below not to include any Registrable Securities of such Investor in the Registration Statement, no Registration Delay Payments shall accrue with respect to such Registrable Securities of such Investor.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (iia) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (Ai) not filed with the SEC Commission on or before the applicable Filing Deadline (a “Filing Failure”) or (Bii) not declared effective by the SEC Commission on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”) or (iiib) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))Period) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure Statement or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount (as defined such holder’s Pro Rata Interest in the Securities Total Notes Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, Price on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty (30) days) thereafter until such Registration Filing Failure is cured; (viii) on the thirtieth day after the date of a Filing an Effectiveness Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Effectiveness Failure is cured; and (viiiii) on the thirtieth initial day after the date of an Effectiveness a Maintenance Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty (30) days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) 11.5 are referred to herein as “Registration Delay Payments.” The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one two percent (12.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”)Securities, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible MarketMarket but excluding suspensions affecting the market generally, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Sharesperformance), (A) the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.01.5%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of purchase price paid for such Investor’s Buyer's Registrable Securities whether or not included in such Registration Statement, on Statement thirty days after each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iiiii) the day of an Effectiveness Failure; (iviii) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (viiv) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (viiv) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viiivi) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however. Notwithstanding the foregoing, in the event that there no payment, pursuant to this Section 2(f), shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during payable with respect to any single or multiple Failure, 1% shall be due, however 1% Notes which shall not be due “per Failure” if have been issued or are no longer outstanding as of the Failures are simultaneous and for so long as such Failures are simultaneous)date on which the computation is being made. The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained hereinforegoing, no Registration Delay Payments Payment shall be payable with respect to a Filing Failure if the Registration Statement is declared effective by the Required Effective Date, and in determining the amount of the Registration Delay Payments, references to Registrable Securities shall mean only (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase PriceShares, (ii) cease those Purchase Option Shares with respect to accrue when all of which the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations Purchase Option is then exercisable, and (iii) cease ), with respect to accrue upon an Additional Registration Statement filed pursuant to Section 2(b)(ii), only if an event has occurred which makes the termination of the Registration Period (as defined below)Notes convertible.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the applicable respective Effectiveness Deadline, Deadline (an “"Effectiveness Failure”") or (iiiii) on any day after the applicable Effective Date, Date an during the Registration Period sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure Statement or to register a sufficient number of shares Shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “"Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ") then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying Shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), including, without limitation, specific performance or the additional obligation Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the Company aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; and (ii) the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. If there shall have occurred an Effectiveness Failure, then, as partial relief for the damages to register any Cutback Sharesholder by reason of any such delay in or reduction of its ability to sell the underlying Shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Subscription Purchase Amount (as defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) Failure and on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until after the Effectiveness Failure, and if such Effectiveness Failure continues beyond such thirtieth day, one and one-quarter percent (1.25%) of the aggregate Purchase Amount of such Investors' Registrable Securities relating to such Registration Failure is cured; (vi) Statement on the thirtieth sixtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for the number of days after the thirtieth day and up to and including the sixtieth day after the Effectiveness Failure) and if such Effectiveness Failure continues beyond such sixtieth day after the Effectiveness Failure, one and one-half percent (1.5%) of the aggregate Purchase Amount of such Investors' Registrable Securities relating to such Registration Statement on the ninetieth day (pro rated from periods totaling less than thirty days) until such Filing Failure is cured; (vii) on days after the thirtieth sixtieth day after the date of an Effectiveness Failure Failure) after the Effectiveness Deadline and for every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If any of the following occur: (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement (including the initial Registration Statement and any Subsequent Registration Statements) covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is is (A) not filed with the SEC on or before the applicable Filing Deadline (a “"Filing Failure”") or or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (an “"Effectiveness Failure”") or or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement or Subsequent Registration Statement, as applicable, cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise Subsequent Registration Statement (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to (a) keep such Registration Statement or Subsequent Registration Statement effective, a failure to (b) disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Subsequent Registration Statement, a failure to as applicable, (c) register a sufficient number of shares of Common Stock Shares pursuant to Section 2(c), or a failure to (d) maintain the listing with an Eligible Market, as applicable of the Common Stocksuch Shares registered pursuant to this Agreement) (a “"Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”"), ; then, as partial relief for the damages to any holder by reason of a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating required under this Agreement to be, or remain (as applicable), registered under such Registration Statement Statement, or Subsequent Registration Statement, as applicable (the “Subject Securities”), an amount in cash cash, (A) equal to such Buyer’s pro rata share of one percent (1.0%) of the aggregate Subscription Amount (as defined in Purchase Price of the Securities Purchase Agreementpurchased by the Buyers pursuant to the SPA for each thirty day period (prorated for periods lasting less than 30 days) of during which such Investor’s Registrable Securities whether Filing Failure, Effectiveness Failure or not included in such Registration Statement, Maintence Failure shall exist. Such payments shall be made on each of the following dates: : (i) within 3 business days prior to the day end of a Registration Failure, each month (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after with payments calculated through the date of a Registration payment) after any Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) during the period commencing on the thirtieth day after the date of a such Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such the Filing Failure is cured; ; (viiii) on within 3 business days prior to the thirtieth day after end of each month (with payments calculated through the date of an payment) after any Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) during the period commencing on the date of such Effectiveness Failure until the date on which such Effectiveness Failure is cured; and , and (viiiiii) within 3 business days prior to the end of each month (with payments calculated through the date of payment) after the occurrence of any Maintenance Failure during the period commencing on the thirtieth day after the initial date of a such Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until the date on which such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(e) are referred to herein as “"Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. " In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreements to the contrary contained hereincontrary, in no event shall the aggregate amount of Registration Delay Payments shall (i) notpayable to the Buyers exceed, in the aggregate, exceed fifteen percent (15%) 6% of the aggregate Purchase Price, (ii) cease to accrue when purchase price of all of the Registrable Securities may be sold purchased by the Buyers pursuant to Rule 144 without the SPA and the Company shall have no obligation to pay any restrictions such Registration Delay Payments to the Buyers during an Effectiveness Failure or limitations and (iii) cease Maintenance Failure for any delay substantially due to accrue upon information required from the termination Buyers not being provided or being inaccurate or incomplete or in the event of delays in effectiveness primarily resulting from comments of the staff of the SEC relating to Rule 415 issues or if less than 100% of the Required Registration Period (Amount are registered as defined below).a result of such comments. In the event that the Company is required to reduce the number of securities included in a registration statement because of Rule 415 issues, then such reduction shall be made pro rata among the Buyers and any other selling stockholder based on the entire amount of securities such persons otherwise would have been able to have had registered, but for such reduction..

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or ), (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with ”) or (iv) if a Registration Failure, a Filing Failure, and an Effectiveness FailureStatement is not effective for any reason or the prospectus contained therein is not available for use for any reason, the “Failures” and each Company fails to file with the SEC any required reports under Section 13 or 15(d) of the Exchange Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable) (a “Current Public Information Failure”)) as a result of which any of the Investors are unable to sell Registrable Securities without restriction under Rule 144 (including, without limitation, volume restrictions) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to (x) one half of one percent (1.00.5%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Note Purchase Agreement) of such Investor’s Registrable Securities Securities, whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) the initial day of a Current Public Information Failure and (y) one percent (1.0%) of the aggregate Purchase Price (as such term is defined in the Note Purchase Agreement) of such Investor’s Registrable Securities, whether or not included in such Registration Statement, on each of the following dates: (i) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (viii) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (viiiii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viiiiv) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in and (v) on the event that there shall be more thirtieth day after the initial date of a Public Information Failure and every thirtieth day thereafter (pro rated for periods totaling less than one thirty days) until such Public Information Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous)is cured. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) Default Rate per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, (i) Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and limitations, (ii) in no event shall the aggregate amount of all Registration Delay Payments (without regard to any accrued interest thereon in accordance with the preceding sentence) paid to an Investor exceed an amount equal to 10% of such Investor’s original principal amount stated in such Investor’s Note on the Closing Date, (iii) cease no single event or failure shall give rise to accrue upon the termination more than one type of Registration Delay Payment or (iv) if an Investor would be required to be named as an “underwriter” in the Registration Period (as defined below)Statement by the SEC and such Investor elects, pursuant to Section 3(s) below not to include any Registrable Securities of such Investor in the Registration Statement, no Registration Delay Payments shall accrue with respect to such Registrable Securities of such Investor.