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. 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) 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 Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness Failure”); or (ii) on any day after the 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.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 (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares of Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty, the Company shall pay to each holder of Registrable 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 Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and subject to the terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event of a Filing Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continues.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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.b4(a), if (i) 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 respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); ) or (ii) on any day after the 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.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-K3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares Shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity) and not as a penalty), the Company shall pay to each holder of Registrable SecuritiesSecurities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Notes relating to the 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; (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; provided, aggregate additional interest however, that in no event shall the Company be liable for more than one and one-half percent (1.5%) of penalties during any thirty day period or for multiple events during any thirty day period. 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 accrue on the principal amount day of the outstanding Convertible Note in Filing Failure, Effectiveness Failure and the amounts described below initial day of a Maintenance Failure, as applicable, and thereafter shall accrue and be paid on the earlier of (I) the “Additional Interest”) (and all outstanding shares of Common Stock thirtieth day after the event or failure giving rise to the extent Registration Delay Payments has occurred and (II) the Convertible Note has been converted prior Business Day after the event or failure giving rise 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 Default will cease, be remedied or be Delay Payments is cured. The Company will pay any Additional Interest as set forth in, and subject to the terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one and one-half percent (1.5%) 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 twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (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 Investor’s Notes to be lowered by an amount equal to the quotient of the amount of (i) 5.0% such Investors Excess Registration Delay Payments divided by the then outstanding amount of such Investor’s Notes. Notwithstanding anything to the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereaftercontrary contained herein, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the in no event of an Effectiveness Failure, shall the Company shall pay Additional Interest be liable for any damages in connection with the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesWarrant or Warrant Shares.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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. If (iA) 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 2(a), Section 2(b) or Section 2(f) of this Agreement is not (AI) not filed with the SEC on or before the 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 (iiB) on any day after a Registration Statement has been declared effective by the Effective DateSEC, 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.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-K3(o)(iv))) pursuant to such Registration Statement (including, without limitation, including because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares of Common Stockcomply with Section 2(f)) (a “Maintenance Failure,” and, any Maintenance and each of a Filing Failure, Filing an Effectiveness Failure or Effectiveness Failure, and a Maintenance Failure being referred to as a “Registration Default”) then), then the Company shall pay, as partial relief for the liquidated damages (but not as a penalty) to any holder of Registrable Securities Shares by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock its Shares (which remedy shall not be exclusive of any other remedies available at law or in equity), an amount in cash equal to one percent (1.0%) and not as per month (on a penalty, the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal amount 30/360 basis) of the outstanding Convertible Note in the amounts described below (the “Additional Interest”) (and all outstanding shares of Common Stock aggregate purchase price paid pursuant to the extent the Convertible Note has been converted prior Securities Purchase Agreement for such holder’s Registrable Securities required to the occurrence be included in such Registration Statement on each 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 following dates: (A1) 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 Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and subject to the terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event initial day of a Filing Failure, the Company shall pay Additional Interest in the amount of Failure and on every thirtieth (i30th) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, (prorated for as long as the periods totaling less than thirty (30) days) thereafter until such Filing Failure continues, is cured; (ii2) 10.0% of the principal amount outstanding on the Convertible Note during the period beginning on the 76th initial day after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of Failure and on every thirtieth (i30th) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Effectiveness Deadline and the 45th day thereafter, (prorated for as long as the periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure continues, (ii) 10.0% of the 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, is cured; and (iii3) 12.0% the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter for as long as the Effectiveness until such Maintenance Failure continuesis cured.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); ) or (ii) on any day after the 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.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-K3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty), the Company shall pay to each holder of Registrable SecuritiesSecurities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the portion of the Purchase Price (as such term is defined in the Securities Purchase Agreement) allocable to the Note and Warrants and associated with such Investor’s Registrable Securities not included in and still unsold under such Registration Statement, aggregate additional interest on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the principal amount earlier 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 dates set forth above and (B) the value of third Business Day after 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 Default will cease, be remedied event or be cured. The Company will pay any Additional Interest as set forth in, and subject failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of 1.5% per month (prorated for partial months) until paid in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 (ii) 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.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-K3(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 or 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, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty, 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 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, aggregate additional interest whether or not 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; (iii) the initial day of a Maintenance Failure; (iv) on the principal amount 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; (v) on the outstanding Convertible Note in thirtieth day after the amounts described below 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 (vi) on the “Additional Interest”thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) (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 until 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 Default will cease, be remedied or be Maintenance Failure is cured. The Company will pay any Additional Interest 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 in, above and subject (II) the third Business Day after the event or failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the amount of contrary contained herein (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, for as long as the no Registration Delay Payments incurred due to a Filing Failure continues, shall be payable to an Investor to the extent such Filing Failure occurred solely because of delays by such Investor and (ii) 10.0% in no event shall the aggregate amount of Registration Delay Payments (including interest thereon) payable by the Company to an Investor exceed fifteen percent (15%) of the principal amount outstanding on the Convertible Note during the period beginning on the 76th day after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event aggregate Purchase Price of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuessuch Investor’s Registrable Securities.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby (other than Excluded Registrable Securities, if any) 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) filed with the SEC but not declared effective by the SEC on or before the applicable Effectiveness Deadline (an “"Effectiveness Failure”); ") or (ii) 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.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-K3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement Statement, a suspension or failure delisting of the Common Stock on its principal trading market or exchange, or to register a sufficient number of shares of Common Stock) (a “"Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”") then, as partial relief for the damages to any holder of Registrable Securities Investor 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) and not as a penalty), the Company shall pay to each holder Investor which holds Notes an amount in cash equal to two percent (2.0%) of Registrable Securities, the aggregate additional interest on the principal amount of the outstanding Convertible Note Notes held by such Investor immediately following the Closing Date 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; (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. The payments to which an Investor shall be entitled pursuant to this Section 2.2(g) are referred to herein as "Registration Delay Payments." For the avoidance of doubt, and notwithstanding anything to the contrary contained herein, no Registration Delay Payments may be made unless specifically allowed by the Intercreditor Agreement. 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 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 two percent (2.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the amounts described below (Securities Purchase Agreements or the “Additional Interest”) (and all outstanding shares of Common Preferred Stock Purchase Agreement to the extent the Convertible Note has been converted prior contrary, (i) no Registration Delay Payments shall be due and payable with respect to the occurrence Warrants or the Warrant Shares and (ii) in 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 Registration Default and such shares Company) exceed, in the aggregate, 10% of Common Stock remain Registrable Securities); provided that any payment on shares of Common Stock will be calculated based on, as applicable (A) the aggregate principal amount of the Convertible Note as a result of conversion of which such shares of Common Stock have been Notes 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 Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and subject to the terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event of a Filing Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during Closing Date pursuant to the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesSecurities Purchase Agreements.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 (ii) 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.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-K3(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 (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 or Statement, a failure to register a sufficient number of shares Ordinary Shares or a failure to maintain the listing of Common Stockthe Ordinary Shares) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock Ordinary Shares (which remedy shall not be exclusive of any other remedies available at law or in equity) and not as a penalty, including, without limitation, specific performance), the Company shall pay to each holder of Registrable Securities, Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate additional interest Purchase Price (as such term is defined in the Securities Purchase Agreement) of the Registrable Securities held by such Investor on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on the principal amount 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; (v) 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 (vi) on the thirtieth day after the 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 for the purposes of this Section 2(g), no Filing Failure, Effectiveness Failure or Maintenance Failure shall exist solely as a result of the outstanding Convertible Note in failure to register Cutback Shares on the amounts described below (Registration Statement as a direct result of a specific comment from the “Additional Interest”) (and all outstanding shares of Common Stock to SEC on the extent Registration Statement disallowing the Convertible Note has been converted prior to the occurrence characterization of the Registration Default and such shares sale of Common Stock remain Registrable Securities); provided that any payment on shares of Common Stock will be calculated based on, the Cutback Shares as applicable a secondary offering pursuant to Rule 415 if (A) the principal amount Company otherwise satisfies its obligations under this Agreement and includes the maximum number of Registrable Securities on the Convertible Note as a result of conversion of which such shares of Common Stock have been issued or Registration Statement that may be included in accordance with the SEC’s comment; and (B) at all times until any Registrable Securities excluded from the value of Registration Statement are registered, there is current public information, as defined in Rule 144(c), regarding 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 Default will cease, be remedied or be curedCompany. The Company will pay any Additional Interest 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 in, above and subject (II) the third Business Day after the event or failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness Failure”); ) or (ii) on any day after such Registration Statement has been declared effective by the Effective Date, SEC 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.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-K3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares of Common Stock) (a “Maintenance Failure” and”), any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty), the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount in cash equal to one percent (1.0 %) of the outstanding Convertible Note aggregate Principal (as defined in the amounts described below Notes) of such Investor’s Notes convertible into Conversion Shares included in such Registration Statement (the “Additional Interest”) (and all outstanding shares of Common Stock to the extent the Convertible Note has that such Conversion Shares have not been converted prior to the occurrence sold) on (i) each 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 Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and subject to the terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event day of a Filing Failure, the Company shall pay Additional Interest in the amount day of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline an Effectiveness Failure and the 75th initial day thereafter, for as long as the Filing of a Maintenance Failure continues, and (ii) 10.0% each of the principal amount outstanding following dates: on the Convertible Note during the period beginning on the 76th every 30th day after the Filing Deadline and the 120th day thereafter, for as long as the of a Filing Failure continues, and thereafter (prorated for periods totaling less than thirty (30) days) until such Filing Failure is cured; on every 30th day after the day of an Effectiveness Failure and thereafter (prorated for periods totaling less than thirty (30) days) until such Effectiveness Failure is cured; and on every 30th day after the initial day of a Maintenance Failure and thereafter (prorated for periods totaling less than thirty (30) days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments” and shall cease to accrue upon termination of the Registration Period. Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (iiiII) 12.0% thereafter for as long as the Filing Failure continuesthird Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event of an Effectiveness Failure, the Company fails to make any Registration Delay Payments pursuant to this Section 2(f) in a timely manner, such Registration Delay Payments shall pay Additional Interest in bear interest at the rate of 1.5% per month, or such lower maximum amount of (i) 5.0% of the principal 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 continuesis permitted by law, (iiprorated for partial months) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesuntil paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 respective Filing Deadline (a “Filing Failure”"FILING FAILURE") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); "EFFECTIVENESS FAILURE") or (ii) on any day after the 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.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-K3(p)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares of Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”"MAINTENANCE FAILURE") then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty), the Company shall pay to each holder of Registrable Securities, Securities relating to such Registration Statement an amount in cash equal to one and one half percent (1.5%) of the aggregate additional interest Purchase Price (as such term is defined in the Note Purchase Agreement) of such Investor's Notes (as such term is defined in the Note Purchase Agreement) on each of the following dates: (i) on the principal amount thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) after the initial day of a Filing Failure and every thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (ii) on the outstanding Convertible Note in thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) after the amounts described below initial day of an Effectiveness Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; (iii) on the “Additional Interest”thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) after the initial day of a Maintenance Failure 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 on every thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) thereafter until 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 Default will cease, be remedied or be Maintenance Failure is cured. The Company will pay any Additional Interest payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as set forth in, "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and subject (II) the third Business Day after the event or failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”); ") or (ii) on any day after the 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.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-K3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “"Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”") then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty), the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount in cash equal to two percent (2.0%) of the outstanding Convertible Note aggregate Purchase Price (as such term is defined in the amounts described below (the “Additional Interest”Securities Purchase Agreement) (and all outstanding shares of Common Stock to the extent the Convertible Note has been converted prior to the occurrence such Investor's Registrable Securities whether or not included in such Registration Statement, on each 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 following dates: (Ai) the principal amount day of the Convertible Note as a result of conversion of which such shares of Common Stock have been issued or Filing Failure; (Bii) the value day of an Effectiveness Failure; (iii) the Warrant as initial day of a result Maintenance Failure; (iv) on every thirtieth day after the day of exercise a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of which an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such shares Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of Common Stock have been issued; provided further that any a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Additional Interest will cease to accrue to holders hereunder and under the Purchase Agreement and the other Transaction Documents when any such Registration Default will cease, be remedied or be Maintenance Failure is cured. The Company will pay any Additional Interest 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 in, above and subject (II) the third Business Day after the event or failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full. Notwithstanding the amount of foregoing, no Registration Delay Payments shall be due pursuant to this Section 2(g) (i) 5.0% if the relevant failure is a result of an SEC review of the principal amount outstanding on applicable Registration Statement where the Convertible Note during SEC comments relate solely to the period between application of Rule 415 by the Filing Deadline and the 75th day thereafter, for as long as the Filing Failure continues, SEC or (ii) 10.0% if the relevant failure is a result of the principal amount outstanding on the Convertible Note during the period beginning on the 76th day after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesforce majeure.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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.b4.4, if either: (i) a Registration Statement covering all of the Registrable Securities Shares required to be covered thereby and required to be filed by the Company pursuant to this Agreement is following a given Closing is: (A) not filed with the SEC Commission on or before the a Filing Deadline Date (a “Filing Failure”) or (B) not declared effective by the SEC Commission on or before the an Effectiveness Deadline (an “Effectiveness Failure”); ) or (ii) on any day after the Effective Dateeffectiveness, sales of all of the Registrable Securities Shares required to be included on such Registration Statement cannot be made (other than (x) during an Allowable Grace Period (as defined in Section 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-Kbelow)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares of Common Stock) (a “Maintenance Failure” and”), any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for in satisfaction of the damages to any holder of Registrable Securities Shares 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) and not as a penaltyStock, the Company shall pay to each holder Purchaser of Registrable Securities, Shares relating to such Registration Statement an amount in cash equal to 1.0% of such Purchaser’s aggregate additional interest purchase price then paid through each applicable closing relating to the applicable Registrable Shares on the principal amount each of the outstanding Convertible Note in following dates: (x) the amounts described below day of a Filing Failure and on every thirtieth day (prorated for periods totaling less than 30 days) thereafter until such Filing Failure is cured, (y) the day of an Effectiveness Failure and on every thirtieth day (prorated for periods totaling less than 30 days) thereafter until such Effectiveness Failure is cured, and (z) the initial day of a Maintenance Failure and on every thirtieth day (prorated for periods totaling less than 30 days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 4.3 are referred to herein as “Additional InterestRegistration Delay Payments”) (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 in no event shall the aggregate Registration Delay Payments accruing under this Section 4.3 exceed 10% of a Purchaser’s aggregate purchase price then paid at a given Closing relating to the applicable Registrable Shares. 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 shares the earlier of Common Stock will be calculated based on, as applicable (AI) the principal amount last day of the Convertible Note as a result of conversion of calendar month during which such shares of Common Stock have been issued or Registration Delay Payments are incurred and (BII) 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 Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and subject to the terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event of a Filing Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 third business day after the Filing Deadline and event or failure giving rise to the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesRegistration Delay Payments is cured.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness Failure”); or (ii) on any day after the 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.p3(r)) or (y) if the Registration Statement is on Form S-1, for due to 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 deficiency with respect to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares of Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty), the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the outstanding Convertible Note aggregate Purchase Price) (as such term is defined in the amounts described below (the “Additional Interest”Securities Purchase Agreement) (and all outstanding shares of Common Stock to the extent the Convertible Note has been converted prior to the occurrence such Investor’s Registrable Securities included in such Registration Statement on each 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 following dates: (Ai) the principal amount of the Convertible Note as day that a result of conversion of which Filing Failure occurs and on every thirtieth day (pro rated for shorter periods) thereafter until such shares of Common Stock have been issued or Filing Failure is cured; (Bii) the value day that an Effectiveness Failure occurs and on every thirtieth day (pro rated for shorter periods) thereafter until such Effectiveness Failure is cured; and (iii) the initial day of the Warrant as a result of exercise of which Maintenance Failure and on every thirtieth day (pro rated for shorter periods) thereafter until 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 Default will cease, be remedied or be Maintenance Failure is cured. The Company will pay any Additional Interest payments to which a holder shall be entitled pursuant to this Section 2(e) are referred to herein as set forth in, “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and subject (II) the third Business Day after the event or failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one percent (1.0%) per month (pro rated for shorter periods) until paid in full. Notwithstanding anything to the contrary herein or in the Securities Purchase Agreement, no Registration Delay Payments shall be payable for any period after the expiration of the Registration Period, and in no event shall the aggregate amount of Registration Delay Payments (iother than Registration Delay Payments payable pursuant to events that are within the Company’s control) 5.0exceed, in the aggregate, 24% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, for as long as the Filing Failure continues, (ii) 10.0% aggregate Purchase Price of the principal amount outstanding on the Convertible Note during the period beginning on the 76th day after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesCommon Shares.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); ) or (ii) on any day after the 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 (x) during an Allowable Grace Period (as defined in Section 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-K3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares of Common StockStock or a suspension or delisting of the Common Stock on its principal trading exchange or market) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty), the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the outstanding Convertible Note aggregate Purchase Price (as such term is defined in the amounts described below (the “Additional Interest”Securities Purchase Agreement) (and all outstanding shares of Common Stock to the extent the Convertible Note has been converted prior to the occurrence such Investor’s Registrable Securities included in such Registration Statement on each 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 following dates: (Ai) the principal amount day of the Convertible Note as a result of conversion of which Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such shares of Common Stock have been issued or Filing Failure is cured; (Bii) the value 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 Warrant as initial day of a result of exercise of which Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until 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 Default will cease, be remedied or be Maintenance Failure is cured. The Company will pay any Additional Interest payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as set forth in“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 subject thereafter on the earlier of (I) the thirtieth day after the event or failure giving rise to the terms Registration Delay Payments has occurred and conditions of, (II) the Purchase Agreement and third Business Day after the other Transaction Documentsevent or failure giving rise to the Registration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one percent and one-half (1.5%) per month (prorated for partial months) until paid in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (ia) 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 on or before the Filing Deadline (a “Filing Failure”) or (Bii) filed with the SEC but not declared effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness Failure”); ) or (iib) on any day after the 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.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-K6(r)) pursuant to such Registration Statement (including, without limitation, including because of 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, a suspension or delisting of the Common Stock on the Principal Market or a failure to register a sufficient number of shares of Common Stock) (a “Maintenance Failure” and”), any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty), the Company shall pay become liable for payment to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement of an amount in cash equal to two percent (2%) of the outstanding Convertible Note aggregate value of such holder’s Registrable Securities required to be included in the amounts described below such Registration Statement (the “Additional Interest”) (and all outstanding shares of Common Stock to the extent the Convertible Note has been converted excluding for days prior to the occurrence Conversion Commencement Date only, the value of the Registration Default and any Conversion Shares included in such shares of Common Stock remain Registrable Securities); provided that any payment on shares ) (such value being determined by multiplying the number of Common Stock will be calculated based on, as applicable such securities by the greater of (A) the principal amount then-current market price of the Convertible Note as a result of conversion of which such shares of Common Stock have been issued or securities and (B) the value $0.70) on each of the Warrant as following dates: (x) the initial day of a result Filing Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured or until the date two (2) years after the Subsequent Closing Date; (y) the initial day of exercise an Effectiveness Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured or until the date two (2) years after the Subsequent Closing Date; and (z) the initial day of which a Maintenance Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) thereafter until 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 Default will cease, be remedied or be Maintenance Failure is cured. The Company will pay any Additional Interest payments to which a holder shall be entitled pursuant to this Section 5 are referred to herein as set forth in, “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and subject (II) the third (3rd) Business Day after the event or failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”); ") or (ii) on any day after the 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.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-K3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares of Common Stock) (a “"Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”") then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty), the Company shall pay to each holder of Registrable Securities, Securities relating to such Registration Statement an amount in cash equal to 2.0% of the aggregate additional interest 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; (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. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as "Registration Delay PAYMENTS." Registration Delay Payments shall be paid on the principal amount day of the outstanding Convertible Note in Filing Failure, Effectiveness Failure and the amounts described below (the “Additional Interest”) (and all outstanding shares initial day 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 ona Maintenance Failure, as applicable applicable, and thereafter on the earlier of (A) the principal amount of thirtieth day after the Convertible Note as a result of conversion of which such shares of Common Stock have been issued event or failure giving rise to the Registration Delay Payments has occurred and (B) the value of third Business Day after 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 Default will cease, be remedied event or be cured. The Company will pay any Additional Interest as set forth in, and subject failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of 2.0% per month (prorated for partial months) until paid in the amount of (i) 5.0full. The cumulative Registration Delay Payments shall not exceed 10% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, for aggregate Purchase Price (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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest such term is defined in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesSecurities Purchase Agreement).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 (ii) on any day after the 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.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-K3(p)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty), the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount of the outstanding Convertible Note in the amounts described below (the “Additional Interest”) (and all outstanding shares of Common Stock cash equal 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 one percent of the Convertible Note aggregate Purchase Price (as defined in the Securities Purchase Agreement) of such Investor’s Shares relating to the Registrable Securities required to be included in such Registration Statement on each of the following dates: (i) the day of a result Filing Failure; (ii) the day of conversion an Effectiveness Failure; and (iii) the initial day of which such shares of Common Stock have been issued or a Maintenance Failure, and (B) the value two percent of the Warrant as a result aggregate Purchase Price of exercise of which such shares of Common Stock have been issued; provided further that any such Additional Interest will cease Investor’s Shares relating to accrue the Registrable Securities required to holders hereunder and under the Purchase Agreement and the other Transaction Documents when any be included in such Registration Default will cease, be remedied or be Statement on each of the following dates: (i) on every 30th day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than 30 days) until such Filing Failure is cured; (ii) on every 30th day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than 30 days) until such Effectiveness Failure is cured; (iii) on every 30th day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than 30 days) until such Maintenance Failure is cured. The Company will pay any Additional Interest payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth in, above and subject (II) the third Business Day after the event or failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of two percent per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the amount of Securities Purchase Agreement to the contrary, (i) 5.0no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments payable to any Investor, together with any OTC Delay Payments payable to such Investor, in each case that are outside of the control of the Company or PubCo, exceed, in the aggregate, 10% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, for as long as the Filing Failure continues, (ii) 10.0% aggregate Purchase Price of the principal amount outstanding on the Convertible Note during the period beginning on the 76th day after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuessuch Investor’s Shares.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. The parties hereto agree that If (a) the Investors will suffer damages if Registration Statement covering the Company fails to fulfill its obligations under this Section 2 and that, in such case, it would Unregistered Shares is not be feasible to ascertain the extent of such damages with precision. Subject to Section 2.b, if (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company within 15 days of the Closing Date pursuant to this 3.1.1.3.(x) of the Registration Rights Agreement is (A) not filed with the SEC Commission on or before the Filing Deadline such filing deadline (a “Filing Failure”) or (Bii) not declared effective by the SEC Commission on or before the Effectiveness Deadline 30th day following its filing with the Commission (an “Effectiveness Failure”); ) or (iib) on any day after the Effective DateRegistration Statement has been declared effective by the Commission, sales of all of the Registrable Securities Unregistered Shares required to be included on such Registration Statement cannot be made (other than (x) during an Allowable Grace Period (as defined in Section 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 (including, without limitation, including because of a failure to keep such Registration Statement effective, failure effective or to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares of Common StockStatement) (a “Maintenance Failure,” and, any Maintenance and each of a Filing Failure, Filing an Effectiveness Failure or Effectiveness Failure, and a Maintenance Failure being referred to as a “Registration Default”) then), then the Company shall pay, as partial relief for the liquidated damages (but not as a penalty) to any holder of Registrable Securities Purchaser by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock its Shares (which remedy shall not be exclusive of any other remedies available at law or in equity), an amount in cash equal to one percent (1.0%) and not as per month (on a penalty, the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal amount 30/360 basis) 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 aggregate value of the Warrant Unregistered Shares as a result calculated by the VWAP multiplied by the number of exercise Unregistered Shares on each 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 following dates: (1) the other Transaction Documents when 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 terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event initial day of a Filing Failure, the Company shall pay Additional Interest in the amount of Failure and on every thirtieth (i30th) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, (prorated for as long as the periods totaling less than thirty (30) days) thereafter until such Filing Failure continues, is cured; (ii2) 10.0% of the principal amount outstanding on the Convertible Note during the period beginning on the 76th initial day after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of Failure and on every thirtieth (i30th) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Effectiveness Deadline and the 45th day thereafter, (prorated for as long as the periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure continues, (ii) 10.0% of the 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, is cured; and (iii3) 12.0% the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter for as long as the Effectiveness until such Maintenance Failure continuesis cured.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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.b4.3, Section 4.5 and Section 4.7 hereof, if either: (i) a Registration Statement covering all of the Registrable Securities Shares required to be covered thereby and required to be filed by the Company pursuant to this Agreement is following the Closing is: (A) not filed with the SEC Commission on or before the a Filing Deadline Date (a “Filing Failure”) or (B) not declared effective by the SEC Commission on or before the an Effectiveness Deadline (an “Effectiveness Failure”); ) or (ii) on any day after the Effective Dateeffectiveness, sales of all of the Registrable Securities Shares required to be included on in such Registration Statement cannot be made (other than (x) during an Allowable Grace Period (as defined in by virtue of the provisions of Section 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-K4.7 hereof) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares of Common Stock) (a “Maintenance Failure” and”), any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for in satisfaction of the damages to any holder of Registrable Securities Shares required to be included in such Registration Statement 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) and not as a penaltyapplicable Registrable Shares, the Company shall pay to each such holder of such Registrable Securities, aggregate additional interest on the principal Shares required to be included in such Registration Statement an amount in cash equal to 1.0% of the outstanding Convertible Note in the amounts described below (the “Additional Interest”) (and all outstanding shares of Common Stock purchase price paid to the extent Company in connection with the Convertible Note has been converted prior to original sale and issuance by the occurrence Company of such Registrable Shares on each of the following dates: (x) the day of a Filing Failure and on every thirtieth day (prorated for periods totaling less than 30 days) thereafter until such Filing Failure is cured, (y) the day of an Effectiveness Failure and on every thirtieth day (prorated for periods totaling less than 30 days) thereafter until such Effectiveness Failure is cured, and (z) the initial day of a Maintenance Failure and on every thirtieth day (prorated for periods totaling less than 30 days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 4.4 are referred to herein as “Registration Default and such shares of Common Stock remain Registrable Securities)Delay Payments”; provided that in no event shall the aggregate Registration Delay Payments accruing under this Section 4.4 with respect to 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 Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and subject to the terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event of a Filing Failure, the Company shall pay Additional Interest in the amount of (i) 5.0Registrable Shares exceed 10% of the principal amount outstanding purchase price paid to the Company in connection with the original sale and issuance by the Company of such Registrable Shares. 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 Convertible Note during earlier of (I) the period between the Filing Deadline and the 75th last day thereafter, for as long as the Filing Failure continues, (ii) 10.0% of the principal amount outstanding on calendar month during which such Registration Delay Payments are incurred and (II) the Convertible Note during the period beginning on the 76th third business day after the Filing Deadline and event or failure giving rise to the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesRegistration Delay Payments is cured.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); ) or (ii) on any day after the respective 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.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-K3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities 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), (A) and not as a penalty, the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the outstanding Convertible Note product of (x) the Market Price (as such term is defined in the amounts described below Warrant) of such Investor’s Registrable Securities whether or not included in such Registration Statement and (y) the “Additional Interest”) (and all outstanding shares number of Common Stock to the extent the Convertible Note has been converted prior to the occurrence such Investor’s Registrable Securities whether or not included in such Registration Statement, on each 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 following dates: (Ai) the principal amount day of the Convertible Note as a result of conversion of which Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such shares of Common Stock have been issued or Filing Failure is cured; (Bii) the value day of an Effectiveness Failure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (iii) the Warrant as initial day of a result of exercise of which Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until 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 Default will cease, be remedied or be Maintenance Failure is cured. The Company will pay any Additional Interest payments to which a holder shall be entitled pursuant to this Section 2(h) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth in, above and subject (II) the third Business Day after the event or failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 Commission on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC Commission on or before the applicable Effectiveness Deadline (an “Effectiveness Failure”); ) or (ii) on any day after the applicable Effective DateDate of any Registration Statement, 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.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-Kbelow) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities Holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), (A) and not as a penalty, the Company shall pay to each holder Holder of Registrable SecuritiesSecurities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the aggregate conversion price or exercise price, aggregate additional interest as the case may be, applicable with respect to such Holder’s Registrable Securities included in such Registration Statement on each of the following dates: (i) on the principal amount 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 has been cured or the outstanding Convertible Note in Effectiveness Period has terminated, whichever is earlier; (ii) on the amounts described below thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until the such Effectiveness Failure is cured or the Effectiveness Period has terminated, whichever is EXHIBIT 10-44 earlier; and (iii) on the thirtieth day after the 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 or the Effectiveness Period has terminated, whichever is earlier. The payments to which a Holder shall be entitled pursuant to this Section 3(a) are referred to herein as “Additional Interest”Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (and all outstanding shares of Common Stock II) the third Business Day after the event or failure giving rise to the extent Registration Delay Payments is cured or the Convertible Note Effectiveness Period 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 Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and subject to the terms and conditions of, the Purchase Agreement and the other Transaction Documentsterminated. 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 (1.0%) per month (prorated for partial months) until paid in full. Notwithstanding the foregoing, in no event shall the Company be required to pay Registration Delay Payments for a contemporaneous Filing Failure and Effectiveness Failure. Notwithstanding anything to the contrary herein, at any time after the Effective Date, the Company may (i) delay the disclosure of material, non-public information concerning the Company the disclosure of which at the time is not, in the good faith opinion of the Board of Directors of the Company and its counsel, in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required or (ii) cause the Registration Statement to be suspended if such suspension is required by law, rule or regulation, or is otherwise in the best interest of the Company (a “Grace Period”); provided, that the Company shall promptly (i) notify the Holders in writing of the existence of material, non-public information giving rise to a Grace Period (provided that in each notice the Company will not disclose the content of such material, non-public information to the Holders) and the date on which the Grace Period will begin, and (ii) notify the Holders in writing of the date on which the Grace Period ends; and, provided further, that (x) no Grace Period shall exceed five (5) consecutive Trading Days, (y) during any three hundred sixty five (365) day period such Grace Periods shall not exceed an aggregate of thirty (30) calendar days and (z) the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). For purposes of determining the length of a Filing FailureGrace Period above, the Grace Period shall begin on and include the date the Holders receive the notice referred to in clause (i) and shall end on and include the later of the date the Holders receive the notice referred to in clause (ii) and the date referred to in such notice. Notwithstanding anything to the contrary, the Company shall pay Additional Interest cause its Transfer Agent to deliver unlegended Registrable Securities to a transferee of an Holder in the amount connection with any sale of (i) 5.0% Registrable Securities with respect to which a Holder has entered into a contract for sale, and delivered a copy of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, for Prospectus included as long as the Filing Failure continues, (ii) 10.0% part of the principal amount outstanding on applicable Registration Statement, prior to the Convertible Note during the period beginning on the 76th day after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% Holder’s receipt of the principal amount outstanding on notice of a Grace Period and for which the Convertible Note during the period between the Effectiveness Deadline and the 45th day thereafter, for as long as the Effectiveness Failure continues, (ii) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesHolder has not yet settled.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 respective Filing Deadline (a “Filing Failure”"FILING FAILURE") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); "EFFECTIVENESS FAILURE") or (ii) on any day after the 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.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-K3(m)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares Shares of Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”"MAINTENANCE FAILURE") then, as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares Shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity) and not as a penalty, the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount in cash equal to two percent (2.0%) of the outstanding Convertible Note aggregate Purchase Price (as such term is defined in the amounts described below (the “Additional Interest”Securities Purchase Agreement) (and all outstanding shares of Common Stock to the extent the Convertible Note has been converted prior to the occurrence such Investor's Registrable Securities included in such Registration Statement on each 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 following dates: (Ai) 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 Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and subject to the terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event day of a Filing Failure, the Company shall pay Additional Interest in the amount of Failure and on every thirtieth day (ipro rated for periods totaling less than thirty days) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, for as long as the after a Filing Failure continues, until such Filing Failure is cured; (ii) 10.0% the day of the principal amount outstanding an Effectiveness Failure and on the Convertible Note during the period beginning on the 76th every thirtieth day (pro rated for periods totaling less than thirty days) after the Filing Deadline and the 120th day thereafter, for as long as the Filing an Effectiveness Failure continues, until such Effectiveness Failure is cured; and (iii) 12.0% thereafter 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. The payments to which a holder shall be entitled pursuant to this Section 2(d) are referred to herein as long as "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on the day of the Filing Failure continues. In the event of an Effectiveness Failure, Effectiveness Failure and the Company shall pay Additional Interest in initial day of a Maintenance Failure, as applicable, and thereafter on the amount earlier of (iI) 5.0% of the principal 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) 10.0% of the principal amount outstanding on the Convertible Note during the period beginning on the 46th thirtieth day after the Effectiveness Deadline and 75th day thereafter, for as long as event or failure giving rise to the Effectiveness Failure continues, Registration Delay Payments has occurred and (iiiII) 12.0% thereafter for as long as the Effectiveness Failure continuesthird Business Day after the event or failure giving rise to the Registration Delay Payments is cured.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 respective Filing Deadline (a “Filing Failure”) or (B) filed with the SEC but not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); ) or (ii) on any day after the 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.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-K3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement Statement, a suspension or failure delisting of the Common Stock on its principal trading market or exchange, or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty), the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount in cash equal to one percent (1%) of the outstanding Convertible Note aggregate Purchase Price (as such term is defined in the amounts described below (the “Additional Interest”Securities Purchase Agreement) (and all outstanding shares of Common Stock to the extent the Convertible Note has been converted prior to the occurrence such Investor’s Registrable Securities included in such Registration Statement on each of the Registration Default following dates: (i) on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) 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) on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until 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 Default will cease, be remedied or be Maintenance Failure is cured. The Company will shall also pay any Additional Interest the reasonable fees of Legal Counsel to enforce the provisions hereof. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as set forth in“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 subject thereafter on the earlier of (I) the thirtieth day after the event or failure giving rise to the terms Registration Delay Payments has occurred and conditions of, (II) the Purchase Agreement and third Business Day after the other Transaction Documentsevent or failure giving rise to the Registration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”); ") or (ii) on any day after the 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.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-K3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares Shares of Common Stock) (a “"Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”") then, as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares Shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity) and not as a penalty, the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount in cash equal to two percent (2.0%) of the outstanding Convertible Note aggregate Purchase Price (as such term is defined in the amounts described below (the “Additional Interest”Securities Purchase Agreement) (and all outstanding shares of Common Stock to the extent the Convertible Note has been converted prior to the occurrence such Investor's Registrable Securities included in such Registration Statement on each 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 following dates: (Ai) the principal amount day of the Convertible Note as a result of conversion of which Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such shares of Common Stock have been issued or Filing Failure is cured; (Bii) the value 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 Warrant as initial day of a result of exercise of which Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until 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 Default will cease, be remedied or be Maintenance Failure is cured. The Company will pay any Additional Interest payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as set forth in"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 subject thereafter on the earlier of (I) the thirtieth day after the event or failure giving rise to the terms Registration Delay Payments has occurred and conditions of, (II) the Purchase Agreement and third Business Day after the other Transaction Documentsevent or failure giving rise to the Registration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness Failure”); ) or (ii) on any day after the 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.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-K3(p)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares of Common Stock after, if applicable, the thirty (30) day period allowed in Section 2(e), or to maintain the listing of the Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty), the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the outstanding Convertible Note aggregate Purchase Price (as such term is defined in the amounts described below (the “Additional Interest”Securities Purchase Agreement) (and all outstanding shares of Common Stock to the extent the Convertible Note has been converted prior to the occurrence such Investor’s Registrable Securities included in such Registration Statement on each 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 following dates: (Ai) the principal amount day of the Convertible Note as a result of conversion of which Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such shares of Common Stock have been issued or Filing Failure is cured; (Bii) the value day of an Effectiveness Failure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (iii) the Warrant as initial day of a result of exercise of which Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until 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 Default will cease, be remedied or be Maintenance Failure is cured. The Company will pay any Additional Interest payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as set forth in, “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and subject (II) the third Business Day after the event or failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary, in no event shall the aggregate amount of Registration Delay Payments (iother than Registration Delay Payments payable pursuant to events that are within the control of the Company) 5.0exceed, in the aggregate, 10% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, for as long as the Filing Failure continues, (ii) 10.0% aggregate Purchase Price of the principal amount outstanding on the Convertible Note during the period beginning on the 76th day after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesNotes.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. The parties hereto agree that If (i) the Investors will suffer damages if the Company Initial Registration Statement when declared effective fails to fulfill its obligations under this Section 2 and thatregister the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), in such case, it would not be feasible to ascertain the extent of such damages with precision. Subject to Section 2.b, if (iii) 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.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-K3(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 or 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, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty, 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 SecuritiesSecurities relating to such Registration Statement an amount in cash equal to four percent (4.0%) 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) the day of a Registration Failure, aggregate additional interest (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 principal amount thirtieth day after the date of the outstanding Convertible Note in the amounts described below a Registration Failure and every thirtieth day thereafter (the “Additional Interest”pro-rated for periods totaling less than thirty days) (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 until such Registration Default will ceaseFailure is cured, be remedied or be (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. The Company will pay any Additional Interest payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” In no event shall the aggregate amount of all Registration Delay Payments payable to an Investor exceed 20% of the aggregate Purchase Price of such Investor's Registrable Securities. Registration Delay Payments shall be paid on the earlier of (I) the dates set forth in, above and subject (II) the third Business Day after the event or failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of three percent (3.0%) per month (prorated for partial months) until paid in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the Effectiveness Deadline (an “"Effectiveness Failure”); ") or (ii) on any day after the 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.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-K3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “"Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”") then, as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares Shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity) and not as a penalty), but subject to the limitation set forth in the last sentence of this Section 2(f), the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount of the outstanding Convertible Note in the amounts described below (the “Additional Interest”) (and all outstanding shares of Common Stock cash equal 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 one percent (1.0%) of the Convertible Note aggregate Purchase Price (as a result such term is defined in the Securities Purchase Agreement) of conversion such holder's Registrable Securities on each of which such shares of Common Stock have been issued or the following dates: (Bi) 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 Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and subject to the terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event initial day of a Filing Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, for as long as the Filing Failure continues, ; (ii) 10.0% the initial day of the principal amount outstanding on the Convertible Note during the period beginning on the 76th day after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, an Effectiveness Failure; and (iii) 12.0% thereafter for the initial day of a Maintenance Failure, and (B) one percent (1.0%) of the aggregate Purchase Price (as long as such term is defined in the Securities Purchase Agreement) of such holder's Registrable Securities on each of the following dates: (i) on the thirtieth day after the day of a Filing Failure continues. In and on every successive 30th day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (ii) on the event thirtieth day after the day of an Effectiveness FailureFailure and on every successive 30th day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; (iii) on the thirtieth day after the initial day of a Maintenance Failure and on every successive 30th day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure 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 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. Notwithstanding the other provisions of this Section 2(f), in no event shall the Company shall pay Additional Interest be liable for damages in the amount excess of (i) 5.08% of the principal amount outstanding on aggregate purchase price paid by the Convertible Note during the period between the Effectiveness Deadline and the 45th day thereafter, for as long as the Effectiveness Failure continues, (ii) 10.0% holders of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesRegistrable Securities.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); ) or (ii) on any day after the respective 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.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-K3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities 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), (A) and not as a penalty, the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount in cash equal to two percent (2.0%) of the outstanding Convertible Note product of (x) Market Price (as such term is defined in the amounts described below Warrant) of such Investor’s Registrable Securities included in such Registration Statement and (y) the “Additional Interest”) (and all outstanding shares number of Common Stock to the extent the Convertible Note has been converted prior to the occurrence such Investor’s Registrable Securities included in such Registration Statement, on each 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 following dates: (Ai) the principal amount day of the Convertible Note as a result of conversion of which Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such shares of Common Stock have been issued or Filing Failure is cured; (Bii) the value day of an Effectiveness Failure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (iii) the Warrant as initial day of a result of exercise of which Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until 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 Default will cease, be remedied or be Maintenance Failure is cured. The Company will pay any Additional Interest payments to which a holder shall be entitled pursuant to this Section 2(h) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth in, above and subject (II) the third Business Day after the event or failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”); ") or (ii) on any day after the 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.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-K3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “"Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”") then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty), the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount in cash equal to two percent (2.0%) of the outstanding Convertible Note aggregate Purchase Price (as such term is defined in the amounts described below (the “Additional Interest”Securities Purchase Agreement) (and all outstanding shares of Common Stock to the extent the Convertible Note has been converted prior to the occurrence such Investor's Registrable Securities whether or not included in such Registration Statement, on each 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 following dates: (Ai) 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 Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and subject to the terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event day of a Filing Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, for as long as the Filing Failure continues, ; (ii) 10.0% the day of an Effectiveness Failure; (iii) the principal amount outstanding initial day of a Maintenance Failure; (iv) on the Convertible Note during the period beginning on the 76th every thirtieth day after the Filing Deadline and the 120th day thereafter, for as long as the of a Filing Failure continues, and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (iiivi) 12.0% on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as long as the Filing Failure continues. In "Registration Delay Payments"; provided, however, that in the event of an Effectiveness FailureFailure with respect to the Initial Registration Statement, the Registration Delay Payments will be calculated from the date that is ninety (90) days after the Closing Date such that the first payment due upon the occurrence of such Effectiveness Failure shall include payments pursuant to both clause (ii) and (iv) above. 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 (1.0%) per month (prorated for partial months) until paid in full. Notwithstanding the foregoing, the Company shall no longer be obligated to pay Additional Interest in Registration Delay Payments after the amount of (i) 5.0% termination of the principal amount outstanding on the Convertible Note during the period between the Effectiveness Deadline and the 45th day thereafter, for Registration Period (as long as the Effectiveness Failure continues, (ii) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesdefined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness Failure”); ) or (ii) on any day after such Registration Statement has been declared effective by the Effective Date, SEC 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.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-K3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares of Common Stock) (a Stock)(a “Maintenance Failure” and”), any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty), the Company shall pay to each holder of Registrable Securities, aggregate additional interest Debentures relating to such Registration Statement: on the principal amount earlier 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 last day of each 30 day period after a Filing Failure, an Effectiveness Failure and the Convertible Note initial day of a Maintenance Failure, as a result of conversion of which the case may be until such shares of Common Stock have been issued event is cured, or (B) on the value of the Warrant as a result of exercise of which such shares of Common Stock have been issued; provided further that third Trading Day after any such Additional Interest will cease Filing Failure, Effectiveness Failure or Maintenance Failure is cured, an amount in cash equal to accrue to holders hereunder and under the Purchase Agreement and product of (i) the other Transaction Documents when any aggregate Principal (as defined in the Debentures) of such Investor’s Debentures convertible into Conversion Shares included in such Registration Default will ceaseStatement multiplied by (y) 0.02, be remedied or be cured. The Company will pay provided, however, that such payment shall apply on a pro-rata basis for any Additional Interest as set forth in, and subject portion of a 30 day period prior to the terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event cure of a Filing Failure, Effectiveness Failure or Maintenance Failure as applicable; and, provided further, that any payment made pursuant to clause (B) of this sentence shall relieve the Company of its obligation to make any payment pursuant to clause (A) of this sentence with respect to the first thirty day period following such Filing Failure, Effectiveness Failure or Maintenance Failure. The payments to which a holder shall pay Additional Interest in be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the amount earlier of (iI) 5.0% the last day of the principal amount outstanding on calendar month during which such Registration Delay Payments are incurred and (II) the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 third Trading Day after the Filing Deadline and event or failure giving rise to the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continuesRegistration Delay Payments is cured. In the event of an Effectiveness Failure, the Company fails to make any Registration Delay Payments pursuant to this Section 2(f) in a timely manner, such Registration Delay Payments shall pay Additional Interest in bear interest at the rate of 1.5% per month, or such lower maximum amount of (i) 5.0% of the principal 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 continuesis permitted by law, (iiprorated for partial months) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesuntil paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. The parties hereto agree that If (i) the Investors will suffer damages if the Company Initial Registration Statement when declared effective fails to fulfill its obligations under this Section 2 and thatregister the Initial Required Registration Amount of Initial Registrable Securities (a "Registration Failure"), in such case, it would not be feasible to ascertain the extent of such damages with precision. Subject to Section 2.b, if (iii) 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.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-K3(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 or 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"), any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty, 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 SecuritiesSecurities relating to such Registration Statement an amount in cash equal to one percent (1.0%) 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) the day of a Registration Failure, aggregate additional interest (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 principal amount thirtieth day after the date of the outstanding Convertible Note in the amounts described below a Registration Failure and every thirtieth day thereafter (the “Additional Interest”pro rated for periods totaling less than thirty days) (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 until such Registration Default will ceaseFailure is cured, be remedied or be (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. The Company will pay any Additional Interest payments to which a holder shall be entitled pursuant to this Section 2(h) are referred to herein as "Registration Delay Payments." Registration Delay Payments shall be paid on the earlier of (I) the dates set forth in, above and subject (II) the third Business Day after the event or failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline Deadline, (an “"Effectiveness Failure”); ") or (ii) on any day after the respective 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.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-K3(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 or a failure to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “"Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”") then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty, including, without limitation, specific performance), the Company shall pay to each holder of Registrable Securities, Securities relating to such Registration Statement an amount in cash equal to two percent (2.0%) of the aggregate additional interest 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; (iv) on the principal amount 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; (v) on the outstanding Convertible Note 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 (vi) on the thirtieth day after the 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. 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 amounts described below rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding the “Additional Interest”foregoing, no Registration Delay Payments shall be due pursuant to this Section 2(g) as a result of and solely to the extent of an Effectiveness Failure (and all outstanding i) caused solely by the application of a limitation on the maximum number of 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 Company permitted to be calculated based on, as applicable (A) registered by the principal amount staff of the Convertible Note as a result of conversion of which such shares of Common Stock have been issued SEC pursuant to Rule 415 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 Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and subject to the terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event of a Filing Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, for as long as the Filing Failure continues, (ii) 10.0% with respect to any Investor, caused solely by such Investor's exercise of the principal amount outstanding on the Convertible Note during the period beginning on the 76th day after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesits rights pursuant to Section 3(h).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness Failure”); ) or (ii) on any day after such Registration Statement has been declared effective by the Effective Date, SEC 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.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-K3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares of Class A Common Stock) (a Stock)(a “Maintenance Failure” and”), any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Class A Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity) and not as a penalty), the Company shall pay to each holder of Registrable Securities, aggregate additional interest Notes relating to such Registration Statement: on the principal amount earlier of the outstanding Convertible Note last day of each 30 day period after a Filing Failure, an Effectiveness Failure and the initial day of a Maintenance Failure, as the case may be until such event is cured, or on the third Business Day after any such Filing Failure, Effectiveness Failure or Maintenance Failure is cured, an amount in cash equal to the product of (i) the aggregate Principal (as defined in the amounts described below Notes) of such Investor’s Notes convertible into Conversion Shares included in such Registration Statement multiplied by (the “Additional Interest”ii) (and all outstanding shares 0.02, provided, however, that such payment shall apply on a pro-rata basis for any portion of Common Stock to the extent the Convertible Note has been converted a 30 day period 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 Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and subject to the terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event cure of a Filing Failure, Effectiveness Failure or Maintenance Failure as applicable. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to hereing as “Registration Delay Payments.” Registration Delay Payments shall be paid on the Company shall pay Additional Interest in the amount earlier of (iI) 5.0% the last day of the principal amount outstanding on calendar month during which such Registration Delay Payments are incurred and (II) the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 third Business Day after the Filing Deadline and event or failure giving rise to the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continuesRegistration Delay Payments is cured. In the event of an Effectiveness Failure, the Company fails to make any Registration Delay Payments pursuant to this Section 2(f) in a timely manner, such Registration Delay Payments shall pay Additional Interest in bear interest at the rate of 1.5% per month, or such lower maximum amount of (i) 5.0% of the principal 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 continuesis permitted by law, (iiprorated for partial months) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesuntil paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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.b2(b), if (i) 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 Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness Failure”); Failure”); or (ii) on any day after the 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.p3(n)) or (y) if the Registration Statement is on Form S-1, for a period of fifteen (15) 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 (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares of Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for in satisfaction of the damages to any holder of Registrable Securities 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) and not as a penalty), the Company shall pay to each such holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the outstanding Convertible Note aggregate Purchase Price (as such term is defined in the amounts described below (the “Additional Interest”Securities Purchase Agreement) (and all outstanding shares of Common Stock to the extent the Convertible Note has been converted prior to the occurrence such Investor’s Registrable Securities included in such Registration Statement on each 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 following dates: (Ai) the principal amount day of the Convertible Note as a result of conversion of which Filing Failure and on every thirtieth day (pro rated for shorter periods) thereafter until such shares of Common Stock have been issued or Filing Failure is cured; (Bii) the value day of an Effectiveness Failure and on every thirtieth day (pro rated for shorter periods) thereafter until such Effectiveness Failure is cured; and (iii) the Warrant as initial day of a result of exercise of which Maintenance Failure and on every thirtieth day (pro rated for shorter periods) thereafter until 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 Default will cease, be remedied or be Maintenance Failure is cured. The Company will pay any Additional Interest payments to which a holder shall be entitled pursuant to this Section 2(d) are referred to herein as set forth in, “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Registration Delay Payments are incurred and subject (ii) the third Business Day after the event or failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one percent (1.0%) of such unpaid Registration Delay Payment per month (pro rated for shorter periods) until paid in full. Notwithstanding anything to the contrary herein or in the Securities Purchase Agreement, in no event shall the aggregate amount of (i) 5.0Registration Delay Payments exceed, in the aggregate, ten percent 10% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, for as long as the Filing Failure continues, (ii) 10.0% aggregate Purchase Price of the principal amount outstanding on the Convertible Note during the period beginning on the 76th day after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesCommon Shares.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) a Registration Statement covering all of the Investor 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 Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the Effectiveness 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 (ii) on any day after the Effective Date, Date sales of all of the Investor 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.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-K3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares of Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty), the Company shall pay to each holder of Investor Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount in cash equal to (i) one and one-half percent (1.5%) of the outstanding Convertible Note aggregate Purchase Price (as such term is defined in the amounts described below (the “Additional Interest”Securities Purchase Agreement) (and all outstanding shares of Common Stock such Investor's Notes relating to the extent the Convertible Note has been converted prior to Registrable Securities included in such Registration Statement three (3) Business Days following the occurrence of a Filing Failure and (ii) two percent (2%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Notes relating to the Registrable Securities included in such Registration Default and such shares Statement on each of Common Stock remain Registrable Securities); provided that any payment on shares of Common Stock will be calculated based on, as applicable the following dates: (A) three (3) Business Days following the principal 30th day after an uncured Filing Failure has occurred and on every thirtieth (30th) day thereafter until such Filing Failure is cured; and (B) three (3) Business Days following the end of the month in which an Effectiveness Failure has occurred and on every thirtieth (30th) day thereafter until such Effectiveness Failure is cured (provided that the Company shall pay a pro-rata amount of the Convertible Note as a result of conversion of which such shares of Common Stock have been issued any Registration Delay Payment for any partial period covered in clause (A) 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 Default will cease, be remedied or be cured)). The Company will pay any Additional Interest payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as set forth in“Registration Delay Payments”. By way of example, and subject to if a Registration Statement covering the terms and conditions of, Registrable Securities is filed on the Purchase Agreement and 111th day following the other Transaction Documents. In the event of a Filing FailureClosing Date, the Company shall pay Additional Interest in to the amount of Investors (i) 5.0an amount equal to 1.5% of the principal amount outstanding on aggregate Purchase Price of such Investor's Notes relating to the Convertible Note during the period between the Filing Deadline and Registrable Securities included in such Registration Statement within three (3) Business Days after the 75th day thereafter, for as long as following the Filing Failure continuesClosing Date, (ii) 10.0an amount equal to 2% of the principal amount outstanding Purchase Price of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on the Convertible Note during one hundred fifth (105th) day following the period beginning on the 76th day after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, Closing Date and (iii) 12.0% thereafter a pro rata amount of such Registration Delay Payment for as long as any 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 continuesoccurred during such subsequent period by 30)). In the event of an Effectiveness Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one and one-half percent (1.5%) 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 Purchase Price for all Investors (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 Investor's Notes to be lowered by an amount equal to the quotient of the amount of (i) 5.0% such Investors Excess Registration Delay Payments divided by the then outstanding amount of such Investor's Notes. Notwithstanding anything to the principal 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 continuescontrary contained herein, (iiy) 10.0% of in no event shall the principal amount outstanding on Company be liable for any damages in connection with 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, Warrant or Warrant Shares and (iiiz) 12.0% thereafter for as long as the Effectiveness Failure continuesno Registration Delay Payments shall be payable with respect to any Registrable Securities excluded from a Registration Statement by election of an Investor.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”); ") or (ii) on any day after the 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.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 a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “"Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”") then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount equal to two percent (2.0%) of the aggregate purchase price of such Investor's Registrable Securities, payable fifty percent (50%) in cash and fifty percent (50%) in Common Stock, whether or not 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; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure 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". Notwithstanding the foregoing, no Registration Delay Payments shall accrue after 180 days from the Closing Date, and the aggregate additional interest Registration Delay Payments shall not exceed six percent (6.0%) of the gross proceeds of the offering contemplated by the Purchase Agreement. Registration Delay Payments shall be paid on the principal amount earlier of (I) the outstanding Convertible Note 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 amounts described below rate of one and one-half percent (the “Additional Interest”1.5%) per month (and all outstanding prorated for partial months) until paid in full. The number of shares of Common Stock issuable to the extent Buyers as the Convertible Note has been converted prior Common Stock portion of any Registration Delay Payments shall be equal to the occurrence quotient determined by dividing the cash portion of such Registration Delay Payments by one hundred percent (100%) of the Registration Default and such shares arithmetic average of the Weighted Average Prices of the Common Stock remain Registrable Securities); provided for the five (5) Trading Days immediately preceding the date that any payment on shares of Common Stock will be calculated based on, as the 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 Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and subject to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsDelay Payment is actually accrued. In the event the Company fails to make effective the Registration Statement or maintain effectiveness of a Filing Failurethe Registration Statement at any time thirty-six (36) months from the date hereof, the Company shall pay Additional Interest in shall, at the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continuesPurchaser's request, and (iii) 12.0% thereafter without cost to the Purchaser, cause the Company's counsel to issue a legal opinion to the Company's transfer agent regarding the sale of any Registrable Securities pursuant to Rule 144, provided that the Purchaser reasonably cooperates with any reasonable request for as long as the Filing Failure continues. In the event of an Effectiveness Failure, documents by the Company shall pay Additional Interest in or the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesCompany's Counsel.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. The parties hereto agree that If (i) the Investors will suffer damages if the Company Registration Statement when declared effective fails to fulfill its obligations under this Section 2 and thatregister the Required Registration Amount of Registrable Securities (a “Registration Failure”), in such case, it would not be feasible to ascertain the extent of such damages with precision. Subject to Section 2.b, if (iii) 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 or does not otherwise become effective automatically 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 6 defined in Section 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-K3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of 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 or 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, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities Investor by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity) and not as a penalty, 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 holding Registrable 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 Securities relating 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 Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and subject Statement an amount in cash equal to the terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event of a Filing Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% with respect to the first thirty (30) day period following the first day of any Registration Statement Failure, one percent (1.0%) of the principal amount outstanding on aggregate Purchase Price (as such term is defined in the Convertible Note during Securities Purchase Agreement) of such Investor’s Registrable Securities that would be included in the period between Registration Statement to which the Filing Deadline and the 75th day thereafterapplicable Registration Statement Failure relates but for such Registration Statement Failure, for as long as the Filing Failure continueswhether or not included in such Registration Statement, (ii) 10.0% with respect to the second thirty (30) day period following the first day of any Registration Statement Failure, for the first fifteen (15) days thereof, one percent (1.0%) of the principal amount outstanding on aggregate Purchase Price of such Investor’s Registrable Securities that would be included in the Convertible Note during Registration Statement to which the period beginning on the 76th day after the Filing Deadline and the 120th day thereafterapplicable Registration Statement Failure relates but for such Registration Statement Failure, whether or not included in such Registration Statement, and, for as long as the Filing next fifteen (15) days thereof, one and one-half percent (1.5%) of the aggregate Purchase Price of such Investor’s Registrable Securities that would be included in the Registration Statement to which the applicable Registration Statement Failure continuesrelates but for such Registration Statement Failure, whether or not included in such Registration Statement, and (iii) 12.0% with respect to any subsequent thirty (30) day periods, one and one-half percent (1.5%) of the aggregate Purchase Price of such Investor’s Registrable Securities that would be included in the Registration Statement to which the applicable Registration Statement Failure relates but for such Registration Statement Failure, whether or not included in such Registration Statement (the “Registration Delay Payments”). Registration Delay Payments shall be paid to each applicable Investor 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 as long as periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure continuesand 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 in the event a Public Information Failure (as defined in the Securities Purchase Agreement), solely to the extent such event will also be considered a Maintenance Failure and occurs on or prior to the twelve (12) month anniversary of the Closing Date, is then existing, no payments hereunder shall accrue and the Company shall not otherwise be obligated to make any payments hereunder. 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 simple, non-compounding interest at the rate of an Effectiveness Failureone and one-half percent (1.5%) per month (prorated for partial months) until paid in full. For avoidance of doubt, the Company accrual of any Registration Delay Payment amounts with respect to any Investor pursuant to this Section 2(g) shall pay Additional Interest cease at such time as such Investor shall cease to hold any Registrable Securities (or, in the event that any Registration Statement Failure occurs at such time as any such Investor holds no Registrable Securities, no Registration Delay Payments shall accrue with respect to such Investor). Notwithstanding anything to the contrary herein, in no event shall the aggregate amount of Registration Delay Payments payable hereunder, Public Information Failure Payments (ias defined in the Securities Purchase Agreement) 5.0% of payable under the principal amount outstanding on Securities Purchase Agreement and amounts payable pursuant to a Conversion Failure (as defined in the Convertible Note during Notes) under the period between the Effectiveness Deadline and the 45th day thereafterNotes, for as long as the Effectiveness Failure continues, (ii) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continues.together with

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 respective Filing Deadline (a “Filing Failure”"FILING FAILURE") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); "EFFECTIVENESS FAILURE") or (ii) on any day after the 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.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-K3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares Shares of Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”"MAINTENANCE FAILURE") then, as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares Shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity) and not as a penalty), the Company shall pay to each holder of Registrable Securities, Securities relating to such Registration Statement an amount in cash equal to 2.0% of the aggregate additional interest 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; (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. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on the principal amount day of the outstanding Convertible Note in Filing Failure, Effectiveness Failure and the amounts described below (the “Additional Interest”) (and all outstanding shares initial day 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 ona Maintenance Failure, as applicable applicable, and thereafter on the earlier of (A) the principal amount of thirtieth day after the Convertible Note as a result of conversion of which such shares of Common Stock have been issued event or failure giving rise to the Registration Delay Payments has occurred and (B) the value of third Business Day after 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 Default will cease, be remedied event or be cured. The Company will pay any Additional Interest as set forth in, and subject failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of 2.0% per month (prorated for partial months) until paid in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 Filing Deadline (a “Filing Failure”) or (B) but not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); ) or (ii) on any day after the 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 (x) during an Allowable Grace Period (as defined in Section 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-K3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register register, subject to the grace periods set forth in Section 2(e) a sufficient number of shares of Common StockStock 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 suspension or delisting of the Common Stock on its principal trading exchange or market) (a “"Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty), the Company shall pay to each holder of Registrable SecuritiesSecurities relating to such Registration Statement an amount in cash equal to one percent (1.0%) 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 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; (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; provided, aggregate additional interest however, that in no event shall the Company be liable for more than one percent (1%) of penalties during any thirty day period or for multiple events during any thirty day period. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the principal amount day of the outstanding Convertible Note in Filing Failure, Effectiveness Failure and the amounts described below initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the “Additional Interest”) (and all outstanding shares of Common Stock thirtieth day after the event or failure giving rise to the extent Registration Delay Payments has occurred and (II) the Convertible Note has been converted prior third Business Day after the event or failure giving rise 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 Default will cease, be remedied or be Delay Payments is cured. The Company will pay any Additional Interest as set forth in, and subject to the terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full. The parties agree that the amount of (i) 5.0% Company will not be liable for Registration Delay Payments under this Section in respect of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesWarrants.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (ix) 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 (iiy) 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.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-K3(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 or 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"), any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity) and not as a penalty, 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, Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the aggregate additional interest 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 Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on the principal amount 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; (v) on the outstanding Convertible Note in thirtieth day after the amounts described below 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 (vi) on the “Additional Interest”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. No liquidated damages shall accrue as to any 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 all outstanding shares of Common Stock (II) the third Business Day after the event or failure giving rise 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 Default will cease, be remedied or be Delay Payments is cured. The Company will pay any Additional Interest as set forth in, and subject to the terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 respective Filing Deadline (a “Filing Failure”"FILING FAILURE") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); "EFFECTIVENESS FAILURE") or (ii) on any day after the 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.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-K3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares of Common Stock) (a “Maintenance Failure” and"MAINTENANCE FAILURE"), any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty), the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the outstanding Convertible Note aggregate Purchase Price (as such term is defined in the amounts described below (the “Additional Interest”Securities Purchase Agreement) (and all outstanding shares of Common Stock to the extent the Convertible Note has been converted prior to the occurrence such Investor's Registrable Securities included in such Registration Statement on each 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 following dates: (Ai) the principal amount day of the Convertible Note as a result of conversion of which Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such shares of Common Stock have been issued or Filing Failure is cured; (Bii) the value day of an Effectiveness Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Failure is cured; (iii) the Warrant as initial day of a result of exercise of which Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until 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 Default will cease, be remedied or be Maintenance Failure is cured. The Company will pay any Additional Interest payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as set forth in, "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and subject (II) the third Business Day after the event or failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of 1.5% per month (prorated for partial months) until paid in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If: (i) 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 respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); ) or (ii) on any day after the 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.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-K3(m)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for liquidated damages (and in complete satisfaction and to the damages exclusion of any claims or remedies inuring to any holder of Registrable Securities) to any holder of Registrable Securities 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) and not as a penaltyStock, the Company shall pay to each holder of Registrable Securities, aggregate additional interest Securities relating to such Registration Statement their pro rata portion (based on the principal amount of Registrable Securities held) an amount in cash) equal to one percent (1%) of the outstanding Convertible Note aggregate Purchase Price (as such term is defined in the amounts described below (Securities Purchase Agreement) paid by the “Additional Interest”) (and all outstanding shares of Common Stock to applicable Investor for the extent the Convertible Note has been converted prior to the occurrence Registrable Securities included in such Registration Statement on each 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 following dates: (Ai) 20 days following 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 Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and subject to the terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event date of a Filing Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, for as long as the Filing Failure continues, ; (ii) 10.0% of 20 days following the principal amount outstanding on the Convertible Note during the period beginning on the 76th day after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event date of an Effectiveness Failure, ; (iii) 30 days following the Company shall pay Additional Interest in the amount initial day of a Maintenance Failure; (iiv) 5.0% of the principal 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) 10.0% of the principal amount outstanding on the Convertible Note during the period beginning on the 46th every thirtieth day after the Effectiveness Deadline day of a Filing Failure and 75th thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day thereafter, for as long as after the day of an Effectiveness Failure continues, and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (iiivi) 12.0% on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder of Registrable Securities shall be entitled pursuant to this Section 2(e) are referred to herein as long as “Registration Delay Payments.” Notwithstanding anything herein or in the Effectiveness Failure continuesSecurities Purchase Agreement to the contrary, in no event shall the aggregate amount of Registration Delay Payments exceed, in the aggregate, six percent (6%) of the aggregate Purchase Price paid by all Investors pursuant to the Securities Purchase Agreement.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 Commission on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC Commission on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); ) or (ii) on any day after during the Effective Date, Registration Period sales of all of the Registrable Securities required to be included on covered by such Registration Statement cannot be made (other than (x) during an Allowable Grace Period (as defined in Section 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-K3.1(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares of Common Stock or to maintain the listing of the shares of Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the liquidated damages to any holder of Registrable Securities 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) and not as a penalty), the Company shall pay to each holder Purchaser whose Shares are required to be included in such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Purchase Price (as such term is defined in the Purchase Agreement) of such Purchaser’s Registrable Securities, aggregate additional interest Securities included in such Registration Statement on the principal amount day of the outstanding Convertible Note respective Filing Failure, Effectiveness Failure or Maintenance Failure for the first thirty (30) days during which such Filing Failure, Effectiveness Failure or Maintenance Failure continues (pro rated for any period totaling less than thirty (30) days), and thereafter one percent (1.0%) of the aggregate Purchase Price (as such term is defined in the amounts described below Purchase Agreement) of such Purchaser’s Registrable Securities included in such Registration Statement for each ensuing thirty (the “Additional Interest”30) day period during which such Filing Failure, Effectiveness Failure or Maintenance Failure continues (and all outstanding shares pro rated for any period totaling less than thirty (30) days), subject to a maximum penalty of Common Stock to the extent the Convertible Note has been converted prior to the occurrence ten percent (10%) of the Registration Default and aggregate Purchase Price (as such shares of Common Stock remain Registrable Securities); provided that any payment on shares of Common Stock will be calculated based on, as applicable (Aterm is defined in the Purchase Agreement) the principal amount of the Convertible Note as a result of conversion of which paid by 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 Purchaser pursuant to accrue to holders hereunder and under the Purchase Agreement and for all Registration Delay Payments (as defined below) payable to an Purchaser under this Agreement. The payments to which an Purchaser shall be entitled pursuant to this Section 2.1(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid by the other Transaction Documents when any tenth day following the calendar month during which 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 terms and conditions of, the Purchase Agreement and the other Transaction DocumentsDelay Payments are incurred. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in the amount of (i) 5.0% full. The Company shall not be obligated to make any liquidated damages under this Section if its breach of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, for as long as the Filing Failure continues, (ii) 10.0% provisions of the principal amount outstanding on the Convertible Note during the period beginning on the 76th day after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesthis Section is caused by circumstances beyond its control.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); ) or (ii) on any day after the 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 (x) during an Allowable Grace Period (as defined set forth in Section 3.p2.1(c) or (y) if due to a change in the Registration Statement is on Form S-1, for a period Prospective Seller's "plan of fifteen (15) days following distribution" or the date on which inaccuracy of any information provided by the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-KProspective Seller(s)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a the Company's failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the shares of Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities Investor 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) and not as a penalty), the Company shall pay to each holder an increased interest rate of Registrable Securities, aggregate additional interest 0.50% on the principal amount of any Option Notes that are convertible into the outstanding Convertible Note in the amounts described below (the “Additional Interest”) (and all outstanding shares of Common Stock Registrable Securities registered, or available to the extent the Convertible Note has been converted prior to the occurrence of the be registered, on a Registration Default and such shares of Common Stock remain Registrable Securities); provided Statement 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 Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and is subject to the terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event of a such Filing Failure, Effectiveness Failure or Maintenance Failure for each thirty (30) day period during which such Filing Failure, Effectiveness Failure or Maintenance Failure continues (pro-rated for any period totaling less than thirty (30) days). The payments to which an Investor shall be entitled pursuant to this Section 2.1(b) are referred to herein as “Registration Delay Payments.” Such Registration Delay Payments will be capitalized by adding to the outstanding principal amount from time to time of the Notes. Payment of such Registration Delay Payments by the Company shall pay Additional Interest be in addition to, and shall not limit, the other remedies available to the Investor in the amount of (i) 5.0% event that the Company does not comply with this Article II with respect to the filing and effectiveness of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesregistration statement referred to herein.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) the Resale Registration Statement when declared effective fails to register the Registrable Shares required to be covered thereby pursuant to this Agreement (a “Registration Failure”), (ii) a Resale Registration Statement covering all of the Registrable Securities Shares 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 Filing Deadline Date (a “Filing Failure”), (iii) or (B) a Resale Registration Statement covering all of the Registrable Shares required to be covered thereby pursuant to this Agreement is not declared effective by the SEC on or before the Effectiveness Deadline or the Additional Filing Date, as applicable (an “Effectiveness Failure”); , or (iiiv) subject to Section 4.5, on any day after the Effective Datedate of effectiveness of the applicable Resale Registration Statement, sales of all of the Registrable Securities Shares required to be included on such Resale Registration Statement cannot be made (other than (x) during an Allowable Grace Period (as defined in Section 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 Resale Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by The Nasdaq Stock Market LLC, a failure to keep such Resale Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Resale Registration Statement or 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, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities Shares 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) and not as a penalty, including, without limitation, specific performance or the additional obligation of the Company to register any Cut Back Shares), the Company shall pay to each holder of Registrable SecuritiesShares relating to such Resale Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate purchase price of such Purchaser’s Registrable Shares on each of the following dates: (i) the day of a Registration Failure, aggregate additional interest (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 principal amount thirtieth (30th) day after the date of the outstanding Convertible Note in the amounts described below a Registration Failure and every thirtieth day thereafter (the “Additional Interest”pro rated for periods totaling less than thirty days) (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 until such Registration Default will ceaseFailure is cured, be remedied or be (vi) on the thirtieth (30th) 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 (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 (30th) day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty (30) days) until such Maintenance Failure is cured. The Company will pay any Additional Interest payments to which a holder shall be entitled pursuant to this Section 4.6 are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth in, above and subject (II) the third (3rd) Business Day after the event or failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of eighteen percent (18.0%) per annum (or such lesser maximum amount that is permitted to be paid by applicable law), accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. Notwithstanding anything to the amount of contrary contained herein, Registration Delay Payments shall (i) 5.0% not, in the aggregate, exceed seven percent (7.0%) of the principal amount outstanding on aggregate purchase price of the Convertible Note during the period between the Filing Deadline Registrable Shares and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuescease to accrue upon ceasing to be Registrable Shares.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 respective Filing Deadline (a “Filing Failure”"FILING FAILURE") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); "EFFECTIVENESS FAILURE") or (ii) on any day after the 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.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-K3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares Shares of Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”"MAINTENANCE FAILURE") then, as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares Shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity) and not as a penalty), the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the outstanding Convertible Note aggregate Purchase Price (as such term is defined in the amounts described below Securities Purchase Agreement) of such Investor's Registrable Securities included in such Registration Statement on each of the following dates: (i) the “Additional Interest”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; (ii) the day of an Effectiveness Failure and all outstanding shares 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 Common Stock 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. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as "REGISTRATION DELAY PAYMENTS." Notwithstanding the foregoing, to the extent that there simultaneously exists more than one of the Convertible Note has been converted prior following: (i) a Filing Failure, (ii) an Effectiveness Failure or (iii) a Maintenance Failure, no more than one Registration Delay Payment shall accrue simultaneously. 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 thirtieth day after the event or failure giving rise to the occurrence of Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to 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 Default will cease, be remedied or be Delay Payments is cured. The Company will pay any Additional Interest as set forth in, and subject to the terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); ) or (ii) on any day after the 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.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-K3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity) and not as a penalty), the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the outstanding Convertible Note aggregate Purchase Price (as such term is defined in the amounts described below (the “Additional Interest”Securities Purchase Agreement) (and all outstanding shares of Common Stock to the extent the Convertible Note has been converted prior to the occurrence such Investor’s Registrable Securities included in such Registration Statement on each 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 following dates: (Ai) 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 Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and subject to the terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event day of a Filing Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, ; (iii) the Company shall pay Additional Interest in the amount initial day of a Maintenance Failure; (iiv) 5.0% of the principal 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) 10.0% of the principal amount outstanding on the Convertible Note during the period beginning on the 46th every thirtieth day after the Effectiveness Deadline day of a Filing Failure and 75th day thereafter, thereafter (pro rated for as long as the Effectiveness Failure continues, and (iii) 12.0% thereafter for as long as the Effectiveness Failure continues.periods totaling less than thirty

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”); ") or (ii) on any day after the 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.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-K3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares Shares of Common Stock) (a “"Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”") then, as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares Shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity) and not as a penalty), the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount in cash equal to three percent (3.0%) of the outstanding Convertible Note aggregate Purchase Price (as such term is defined in the amounts described below (the “Additional Interest”Securities Purchase Agreement) (and all outstanding shares of Common Stock to the extent the Convertible Note has been converted prior to the occurrence such Investor's Registrable Securities included in such Registration Statement on each 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 following dates: (Ai) the principal amount day of the Convertible Note as a result of conversion of which Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such shares of Common Stock have been issued or Filing Failure is cured; (Bii) the value 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 Warrant as initial day of a result of exercise of which Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until 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 Default will cease, be remedied or be Maintenance Failure is cured. The Company will pay any Additional Interest payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as set forth in"Registration Delay Payments." Notwithstanding the foregoing, in no event shall the aggregate of all Registration Delay Payments exceed $650,000. 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 subject thereafter on the earlier of (I) the thirtieth day after the event or failure giving rise to the terms Registration Delay Payments has occurred and conditions of, (II) the Purchase Agreement and third Business Day after the other Transaction Documentsevent or failure giving rise to the Registration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 applicable Required Registration Amount is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before thirty (30) calendar days after the respective Effectiveness Deadline Deadline, (an “Effectiveness Failure”); ) or (ii) on any day after the respective 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.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-K3(r)) pursuant to such Registration Statement (including, without limitation, or 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 or 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, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief the sole monetary remedy for the damages to any holder of Registrable Securities 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, including, without limitation, specific performance), (A) and not as a penalty, the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount in cash equal to two percent (2.0%) of the outstanding Convertible Note aggregate Purchase Price (as such term is defined in the amounts described below (the “Additional Interest”Securities Purchase Agreement) (and all outstanding shares of Common Stock to the extent the Convertible Note has been converted prior to the occurrence such Investor’s Registrable Securities included in such Registration Statement on each 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 following dates: (Ai) the principal amount day of a Filing Failure; (ii) the Convertible Note as day of an Effectiveness Failure; and (iii) the initial day of a result of conversion of which such shares of Common Stock have been issued or Maintenance Failure; and (B) the value 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 Warrant as a result aggregate Purchase Price 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 Investor’s Registrable Securities included in such Registration Default will ceaseStatement 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; (ii) 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 (iii) on the thirtieth day after the 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 (i) the maximum aggregate Registration Delay Payments payable to an Investor under this Agreement shall be remedied eleven percent (11%) of the aggregate Purchase Price paid by such Investor pursuant to the Securities Purchase Agreement, (ii) the Company shall not be liable for Registration Delay Payments to any Investor under this Agreement with respect to any Cutback Shares that the SEC requires the Company to exclude from a Registration Statement pursuant to Rule 415 and (iii) the Company shall not be liable for liquidated damages to any Investor under this Agreement with respect to any Registrable Securities covered by such Registration Statement that may be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be curedin compliance with Rule 144(c)(1). The Company will pay any Additional Interest 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 in, above and subject (II) the third Business Day after the event or failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. In no event shall the Company incur Registration Delay Payments if it is simultaneously incurring Public Information Failure Payments (as defined in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesSecurities Purchase Agreement).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); ) or (ii) on any day after the 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.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-K3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty), the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount in cash equal to one quarter of one percent (0.25%) of the outstanding Convertible Note aggregate Purchase Price (as such term is defined in the amounts described below (the “Additional Interest”Securities Purchase Agreement) (and all outstanding shares of Common Stock to the extent the Convertible Note has been converted prior to the occurrence on each 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 following dates: (Ai) the principal amount day of the Convertible Note as a result of conversion of which such shares of Common Stock have been issued or Filing Failure; (Bii) the value day of an Effectiveness Failure; (iii) the Warrant as initial day of a result Maintenance Failure; (iv) on every thirtieth day after the day of exercise a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of which an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such shares Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of Common Stock have been issued; provided further that any a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Additional Interest will cease to accrue to holders hereunder and under the Purchase Agreement and the other Transaction Documents when any such Registration Default will cease, be remedied or be Maintenance Failure is cured. The Company will pay any Additional Interest payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth in, above and subject (II) the third Business Day after the event or failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary, in no event shall the aggregate amount of Registration Delay Payments (iother than Registration Delay Payments payable pursuant to events that are within the control of the Company) 5.0exceed, in the aggregate, 2.25% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesaggregate Purchase Price.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. The parties hereto agree that the Investors will suffer damages if the Company fails to fulfill its obligations under this Section 2 and thatIf at any time while there are Registrable Securities outstanding, in such case, it would not be feasible to ascertain the extent of such damages with precision. Subject subject to Section 2.b2(h), if (i) 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 Filing Deadline (a “Filing Failure”) ), or (B) filed with the SEC but not declared effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness Failure”); ) or (ii) on any day after the 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.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-K3(q)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement Statement, a suspension or failure delisting of the Common Stock on its principal trading market or exchange, or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure” and”), any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty), the Company shall pay become liable for payment to each holder of Registrable Securities, Securities relating to such Registration Statement an amount in cash equal to one half of one percent (.5%) of the aggregate additional interest on the outstanding principal amount of the outstanding Convertible Note such Investor’s Term Notes (as such term is defined in the amounts described below (the “Additional Interest”Securities Purchase Agreement) (and all outstanding shares of Common Stock to the extent the Convertible Note has been converted prior to the occurrence on each 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 following dates: (Ai) the principal amount of the Convertible Note as day thirty (30) days after a result of conversion of which Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such shares of Common Stock have been issued or Filing Failure is cured; (Bii) the value day of an Effectiveness Failure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (iii) the Warrant as initial day of a result of exercise of which Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such shares of Common Stock have been issuedMaintenance Failure is cured; provided further provided, however, that any such the Additional Interest will cease Amount shall be increased to accrue to holders hereunder one and under one-half percent (1.5%) in the Purchase Agreement and event such Filing Failure, Effectiveness Failure or Maintenance Failure has not been cured on or before the other Transaction Documents when any such Registration Default will cease, be remedied or be cured. The Company will pay 90th day following the date any Additional Interest Amount first became due. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as set forth in“Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the 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. Notwithstanding the foregoing, the amount of any Registration Delay Payment actually payable shall be an amount yielded by multiplying the Registration Delay Payment by a fraction, (x) the numerator of which shall be the number of Registrable Securities beneficially owned by the Investors on the date such Registration Delay Payment becomes due and payable and required by Section 2(a) hereof to be registered by the Company, and subject to (y) the terms and conditions of, denominator of which shall be the Purchase Agreement and number of Registrable Securities beneficially owned by the other Transaction DocumentsInvestors on the date hereof. 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 (1.5%) per month (prorated for partial months) until paid in full.The parties hereto agree that the additional interest provided in this Section 2(f) constitutes a reasonable estimate of the damages that may be incurred by Investors by reason of a Filing Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesor Maintenance Failure.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”); ") or (ii) on any day after the respective 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.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-K3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, failure subject to 3(a) below, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “"Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”") then, as partial relief for the damages to any holder of Registrable Securities 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), (A) and not as a penalty, the Company shall pay to each holder Investor of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the outstanding Convertible Note aggregate Purchase Price (as such term is defined in the amounts described below (the “Additional Interest”Securities Purchase Agreement) (and all outstanding shares of Common Stock to the extent the Convertible Note has been converted prior to the occurrence such Investor's Registrable Securities included in such Registration Statement on each 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 following dates: (Ai) the principal amount day of a Filing Failure; (ii) the Convertible Note as day of an Effectiveness Failure; and (iii) the initial day of a result of conversion of which such shares of Common Stock have been issued or Maintenance Failure; and (B) the value Company shall pay to each Investor relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the Warrant as a result aggregate Purchase Price 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 Investor's Registrable Securities included in such Registration Default will cease, be remedied or be 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; (ii) 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 (iii) on the thirtieth day after the 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. The Company will pay any Additional Interest 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 in, above and subject (II) the third Business Day after the event or failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); ) or (ii) on any day after the 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.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-K3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure Statement, to register a sufficient number of shares of Common Stock or to maintain a listing of the Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity) and not as a penalty), the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the outstanding Convertible Note aggregate Purchase Price of such Investor’s Registrable Securities included 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 such Registration Statement on each 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 following dates: (Ai) the principal amount day of the Convertible Note as a result of conversion of which such shares of Common Stock have been issued or Filing Failure; (Bii) the value day of an Effectiveness Failure; (iii) the Warrant as initial day of a result Maintenance Failure; (iv) on every thirtieth day after the day of exercise a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of which an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such shares Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of Common Stock have been issued; provided further that any a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Additional Interest will cease to accrue to holders hereunder and under the Purchase Agreement and the other Transaction Documents when any such Registration Default will cease, be remedied or be Maintenance Failure is cured. The Company will pay any Additional Interest payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth in, above and subject (II) the third Business Day after the event or failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary in 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 amount of (i) 5.0aggregate, 10% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesaggregate Purchase Price.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 Filing Deadline (a “"Filing Failure”) "), or (B) filed with the SEC but not declared effective by the SEC on or before the Effectiveness Deadline (an “"Effectiveness Failure”); ") or (ii) on any day after the 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.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-K3(q)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement Statement, a suspension or failure delisting of the Common Stock on its principal trading market or exchange, or to register a sufficient number of shares of Common Stock) (a “"Maintenance Failure” and"), any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty), the Company shall pay become liable for payment to each holder of Registrable Securities, Securities relating to such Registration Statement an amount in cash equal to two percent (2%) of the aggregate additional interest Purchase Price (as such term is defined in that certain Securities Purchase Agreement) of such Investor's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day thirty (30) days after a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured or until the date two (2) years after the Closing Date; (ii) the day of an Effectiveness Failure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured or until the date two (2) years after the Closing Date; and (iii) the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured or until the date two (2) years after the Closing Date. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as "Registration Delay Payments." Registration Delay Payments shall be paid on the principal amount earlier of (I) the last day of the outstanding Convertible Note in calendar month during which such Registration Delay Payments are incurred and (II) the amounts described below (third Business Day after the “Additional Interest”) (and all outstanding shares of Common Stock event or failure giving rise 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 Default will cease, be remedied or be Delay Payments is cured. The Company will pay any Additional Interest as set forth in, and subject to the terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 respective Filing Deadline (a “Filing Failure”"FILING FAILURE") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); "EFFECTIVENESS FAILURE") or (ii) on any day after the 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.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-K3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares of Common StockShares) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”"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 dealys resulting from the actions or inactions of the Legal Counsel, in connection as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock Shares (which remedy shall not be exclusive of any other remedies available at law or in equity) and not as a penalty), the Company shall pay to each holder of Registrable Securities, Securities relating to such Registration Statement an amount in cash equal to one percent (1.5%) of the aggregate additional interest Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Buyer's Registrable Securities included in such Registration Statement on each of the following dates: (i) on the principal amount thirtieth day (pro rated for periods totaling less than thirty days) after the initial day of a Filing Failure and every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Filing Failure is cured; (ii) on the outstanding Convertible Note in thirtieth day (pro rated for periods totaling less than thirty days) after the amounts described below initial day of an Effectiveness Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Failure is cured; (iii) on the “Additional Interest”thirtieth day (pro rated for periods totaling less than thirty days) after the initial day of a Maintenance Failure and on every thirtieth day (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 pro rated for periods totaling less than thirty days) thereafter until 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 Default will cease, be remedied or be Maintenance Failure is cured. The Company will pay any Additional Interest payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as set forth in, "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and subject (II) the third Business Day after the event or failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); ) or (ii) on any day after the 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.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-K3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares Shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity) and not as a penalty), the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount of the outstanding Convertible Note in the amounts described below (the “Additional Interest”) (and all outstanding shares of Common Stock cash equal 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 one and one percent (1.0%) of the Convertible Note aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a result Filing Failure; (ii) the day of conversion an Effectiveness Failure; and (iii) the initial day of which such shares of Common Stock have been issued or a Maintenance Failure, and (B) the value two percent (2.0%) of the Warrant aggregate Purchase Price (as a result such term is defined in the Securities Purchase Agreement) of exercise of which such shares of Common Stock have been issued; provided further that any such Additional Interest will cease Investor’s Notes relating to accrue to holders hereunder and under the Purchase Agreement and the other Transaction Documents when any Registrable Securities included in such Registration Default will cease, be remedied or be Statement on each of the following dates: (i) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (ii) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; (iii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The Company will pay any Additional Interest payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as set forth in, “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and subject (II) the third Business Day after the event or failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of 2.0% per month (prorated for partial months) until paid in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 (ii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on covered by such Registration Statement cannot be made (other than (x) during an Allowable Grace Period (as defined in Section 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-K3(r)) pursuant to such Registration Statement (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 or Statement, a failure to register a sufficient number of shares of Common StockStock or a failure to maintain the listing of the Common Stock on the Principal Market) (a “"Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”") then, as partial relief for the damages to any holder of Registrable Securities 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, including, without limitation, specific performance), (A) and not as a penalty, the Company shall pay to each holder of Registrable Securities, Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate additional interest Purchase Price of such Investor's Registrable Securities included in such Registration Statement that are then owned by such Investor on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; and (iv) on the principal amount thirty day anniversary of each of the outstanding Convertible Note preceding days referred to in the amounts described below clauses (the “Additional Interest”i), (ii) and (iii) 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 every thirtieth day thereafter (in each case, pro rated for periods totaling less than thirty days) until such shares of Common Stock remain Registrable Securities); provided that any payment on shares of Common Stock will be calculated based onFiling Failure, Effectiveness Failure or Maintenance Failure, 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 Default will ceasecase may be, be remedied or be is cured. The Company will pay any Additional Interest payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as set forth in, "Registration Delay Payments." Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and subject (II) the third Business Day after the event or failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one and one-half percent (1.5%), or such lower maximum amount permitted by law, per month (prorated for partial months) until paid in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (ix) 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 (iiy) 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.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-K3(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 or 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"), any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity) and not as a penalty, 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, Securities relating to such Registration Statement an amount in cash equal to the Applicable Percentage of the aggregate additional interest 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 Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on the principal amount 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; (v) on the outstanding Convertible Note in thirtieth day after the amounts described below 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 (vi) on the “Additional Interest”thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) (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 until 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 Default will cease, be remedied or be Maintenance Failure is cured. The Company will pay any Additional Interest payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as "Registration Delay Payments." In no event shall the aggregate amount of all Registration Delay Payments payable to an Investor exceed eight percent (8.0%) of the aggregate Purchase Price of such Investor's Registrable Securities. Registration Delay Payments shall be paid on the earlier of (I) the dates set forth in, above and subject (II) the third Business Day after the event or failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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.b4, if (i) 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 respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”); ") or (ii) on any day after the 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.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-K3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “"Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”") then, as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares Shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity) and not as a penalty), the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the outstanding Convertible Note aggregate Purchase Price (as such term is defined in the amounts described below (the “Additional Interest”Securities Purchase Agreement) (and all outstanding shares of Common Stock such Investor's Notes relating to the extent the Convertible Note has been converted prior to the occurrence Registrable Securities included in such Registration 4 Statement on each 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 following dates: (Ai) the principal amount initial day of the Convertible Note as a result of conversion of which Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such shares of Common Stock have been issued or Filing Failure is cured; (Bii) the value initial 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 Warrant as initial day of a result of exercise of which Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until 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 Default will cease, be remedied or be Maintenance Failure is cured. The Company will pay any Additional Interest payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as set forth in"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 subject thereafter on the earlier of (I) the thirtieth day after the event or failure giving rise to the terms Registration Delay Payments has occurred and conditions of, (II) the Purchase Agreement and third Business Day after the other Transaction Documentsevent or failure giving rise to the Registration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) the Registration Delay Payments payable to any Investor in any thirty (30) day period shall not exceed one and one-half percent (1.5%) of the aggregate Purchase Price of such Investor's Notes and, (iii) in no event shall the Registration Delay Payments exceed ten percent (10%) of the aggregate Purchase Price (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 Investor's Notes to be lowered by an amount equal to the quotient of the amount of (i) 5.0% of such Investors Excess Registration Delay Payments divided by the principal amount then outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuessuch Investor's Notes.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 Commission on or before the respective Filing Deadline Date (a “Filing Failure”"FILING FAILURE") or (B) not declared effective by the SEC Commission on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); "EFFECTIVENESS FAILURE") or (ii) on any day after the 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.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-K3(j)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”"MAINTENANCE FAILURE") then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty), the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount in cash equal to one percent (1%) of the outstanding Convertible Note aggregate Subscription Amount (as such term is defined in the amounts described below (the “Additional Interest”Purchase Agreement) (and all outstanding shares of Common Stock to the extent the Convertible Note has been converted prior to the occurrence such Holder's Registrable Securities included in such Registration Statement on each 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 following dates: (Ai) 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 Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and subject to the terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event day of a Filing Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, ; (iii) the Company shall pay Additional Interest in the amount initial day of a Maintenance Failure; (iiv) 5.0% of the principal 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) 10.0% of the principal amount outstanding on the Convertible Note during the period beginning on the 46th every thirtieth day after the Effectiveness Deadline day of a Filing Failure and 75th thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day thereafter, for as long as after the day of an Effectiveness Failure continues, and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (iiivi) 12.0% on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(c) are referred to herein as long as "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on the Effectiveness Failure continuesearlier 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 anything herein or in the Purchase Agreement to the contrary, in no event shall the aggregate amount of Registration Delay Payments exceed, in the aggregate, five percent (5%) of the aggregate Subscription Amount.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); ) or (ii) on any day after the 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.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-KPeriod) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure Statement, to register a sufficient number of shares of Common Stock) Stock or to maintain the listing of the Common Stock (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities the Lender by reason of any such delay in or reduction of its ability to sell the underlying applicable shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity) and not as a penalty), the Company shall pay to each holder of Registrable Securitiesshall, aggregate additional interest on the principal amount 91st day following the Closing Date or the 61st day following the initial filing of the outstanding Convertible Note in Registration Statement, as applicable, and each 121st day thereafter, as applicable, issue to the amounts described below Lender warrants (the “Additional InterestRegistration Delay Warrants”) (and all outstanding to purchase a number of shares of Common Stock equal to five percent (5%) of the aggregate number of Shares and Warrant Shares (if the Warrant is required to be issued pursuant to the extent Loan Restructuring Agreement) (“Registration Delay Warrant Shares”), with an exercise price and on the Convertible Note has been converted prior same terms as the warrants issued to the occurrence investors in the Private Offering pursuant to Section 10.c of the Subscription Agreement (which Section may not be amended without the prior written consent of the Lender). Notwithstanding the foregoing, (i) no Registration Default and such shares of Common Stock remain Registrable Securities); provided that any payment on shares of Common Stock will Delay Warrants shall be calculated based on, as applicable issuable pursuant to this Section 2(g) if (A) the principal amount of the Convertible Note as relevant failure is a result of conversion an SEC review of which such shares the applicable Registration Statement where the SEC comments relate solely to the application of Common Stock have been issued Rule 415 by the SEC or (B) the value of the Warrant as relevant failure is a result of exercise a force majeure and (ii) in no event shall the Company be required to issue to the Lender Registration Delay Warrants to purchase, in the aggregate, a number 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 in excess of seventy-five percent (75%) of the Purchase Agreement Shares and the other Transaction Documents when Warrant Shares (if the Warrant is required to be issued pursuant to the Loan Restructuring Agreement) (without giving effect to any such Registration Default will cease, be remedied or be curedlimitations on exercise thereof). The Company will pay shall use its best efforts to include the sale of the Registration Delay Warrants and the Registration Delay Warrant Shares in any Additional Interest as Registration Statement filed pursuant to this Agreement and any amendments or supplements thereto. Notwithstanding anything set forth in, and subject herein to the terms and conditions ofcontrary, at the Lender’s option, any Registration Delay Warrants issuable hereunder may include a limitation on the exercise of the Registration Delay Warrants to the extent that, after giving effect to such exercise, the Purchase Agreement and the other Transaction Documents. In the event Lender, together with its affiliates, would beneficially own in excess of a Filing Failure, the Company shall pay Additional Interest in the amount of (i) 5.09.90% of the principal amount shares of Common Stock outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 immediately after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continuesgiving effect to such exercise, and that the Lender shall have the right to increase or decrease such amount from time to time to any other percentage with sixty-one (iii61) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesdays’ prior notice.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 applicable Required Registration Amount is (A) not filed with the SEC Commission on or before the Initial Filing Deadline (a “Filing Failure”), (ii) the Company fails to use reasonable best efforts to make the Registration Statement effective by the Commission on or before the Initial Effectiveness Deadline (“Effectiveness Failure”) or (B) not declared effective by the SEC on or before the 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 applicable Required Registration Amount of such Registration Statement cannot be made (other than (x) during an Allowable Grace Period (as defined in Section 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-K3(h)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by a stock exchange, 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 or Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock, in each case, where failure is the fault of the Company) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities 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, including, without limitation, specific performance), (A) and not as a penalty, the Company shall pay to each holder Investor an amount in cash equal to two percent (2.0%) of Registrable Securitiesthe aggregate purchase price paid by such Investor pursuant to the Securities Purchase Agreement on each of the following dates: (i) the day of the Filing Failure, aggregate additional interest (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on the principal amount fifteenth day after the date of a Filing Failure and every fifteen days thereafter (pro rated for periods totaling less than fifteen days) until such Filing Failure is cured; (v) on the outstanding Convertible Note in thirtieth day after the amounts described below 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 (vi) on the “Additional Interest”thirtieth day after the date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) (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 until 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 Default will cease, be remedied or be Maintenance Failure is cured. The Company will pay any Additional Interest payments to which a holder shall be entitled pursuant to this Section 2(e) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth in, above and subject (II) the third Business Day after the event or failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) (or such lesser maximum amount that is permitted to be paid by applicable law) until paid in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the Effectiveness Deadline (an “"Effectiveness Failure”); ") provided that such Effectiveness Failure is not caused by the Legal Counsel’s unreasonable withholding of consent to request acceleration with the SEC or (ii) on any day after the 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.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-K3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares of Common Stock or to maintain the listing of the shares of Common Stock) (a “"Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”") then, as partial relief for the damages to any holder of Registrable Securities Investor 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) and not as a penalty), the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal Investor relating to such Registration Statement an amount of the outstanding Convertible Note in the amounts described below (the “Additional Interest”) (and all outstanding shares of Common Stock cash equal 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 one percent (1.0%) of the Convertible Note aggregate Purchase Price (as a result such term is defined in the Securities Purchase Agreement) of conversion such Investor's Registrable Securities included in such Registration Statement on each of which such shares of Common Stock have been issued or the following dates: (Bi) the value day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until the Warrant as date 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 (30) days) thereafter until the date such Effectiveness Failure is cured; and (iii) the initial day of a result of exercise of which Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until the date 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 Default will cease, be remedied or be Maintenance Failure is cured. The Company will pay any Additional Interest payments to which an Investor shall be entitled pursuant to this Section 2(f) are referred to herein as set forth in, "Registration Delay Payments." Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and subject (II) the third Business Day after the event or failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); ) or (ii) on any day after the 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.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-K3(s)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares of Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty), the Company Parent shall pay to each holder of Registrable Securities, Securities relating to such Registration Statement an amount in cash equal to 1.0% of the aggregate additional interest Purchase Price (as such term is defined in the Securities Purchase Agreement) allocable to such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) 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 (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. The payments to which a holder shall be entitled pursuant to this Section 2(e) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the principal amount day of the outstanding Convertible Note in Effectiveness Failure and the amounts described below (the “Additional Interest”) (and all outstanding shares initial day 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 ona Maintenance Failure, as applicable applicable, and thereafter on the earlier of (A) the principal amount of thirtieth day after the Convertible Note as a result of conversion of which such shares of Common Stock have been issued event or failure giving rise to the Registration Delay Payments has occurred and (B) the value of third Business Day after 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 Default will cease, be remedied event or be cured. The Company will pay any Additional Interest as set forth in, and subject failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event Parent fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of a Filing Failure, the Company 2.0% per month (prorated for partial months) until paid in full. The cumulative Registration Delay Payments shall pay Additional Interest in the amount of (i) 5.0not exceed 5% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, for aggregate Purchase Price (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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest such term is defined in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesSecurities Purchase Agreement).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); ) or (ii) 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.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-K3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty), the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the outstanding Convertible Note product of (a) the number of Registrable Securities included in such Registration Statement and (b) the greater of (I) the arithmetic average of the Weighted Average Price (as defined in the amounts described below (Notes) of the “Additional Interest”) (and all outstanding shares of Common Stock during the twenty (20) consecutive Trading Day (as defined in the Notes) period immediately preceding such Payment Date (as defined below), and (II) the Conversion Price (as such term is defined in the Notes) of such Investor’s Notes relating to the extent Registrable Securities included in such Registration Statement on each of the Convertible Note has been converted following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter 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) thereafter 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) thereafter until such Maintenance Failure is cured (each of the foregoing, a “Payment Date”); provided, however, that in the case of an Effectiveness Failure relating to the failure of the Initial Registration Statement to be declared effective by the SEC on or prior to the occurrence Initial Effectiveness Deadline where the Initial Registration Statement is subject to a full review by the SEC, then the Registration Delay Payments (as defined below) relating to such failure shall be deemed to have occurred and begun accruing on the date that is one-hundred and forty (140) calendar days following the Closing Date). For the avoidance of doubt, if any Filing Deadline or Effectiveness Deadline falls on a date that is not a Business Day, then such Filing or Effectiveness Deadline shall be the next Business Day. 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 Registration Default Filing Failure, Effectiveness Failure and such shares the initial day of Common Stock remain Registrable Securities); provided that any payment on shares of Common Stock will be calculated based ona Maintenance Failure, as applicable applicable, and thereafter on the earlier of (AI) the principal amount of thirtieth day after the Convertible Note as a result of conversion of which such shares of Common Stock have been issued event or failure giving rise to the Registration Delay Payments has occurred and (BII) the value of third Business Day after 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 Default will cease, be remedied event or be cured. The Company will pay any Additional Interest as set forth in, and subject failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate of all Registration Delay Payments for all holders of Registrable Securities exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the “Registration Delay Payments Cap”). All Registration Delay Payments shall be made to the Investors in proportion to the respective amounts of each Investor’s Registrable Securities on the date such payment becomes due. With respect to each Investor that is subject to 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 that Investor’s Notes to be lowered by an amount equal to the quotient of the amount of that Investor’s Excess Registration Delay Payments divided by the then outstanding amount of that Investor’s Notes. Notwithstanding anything to the contrary contained herein, no Registration Delay Payments shall be payable (i) 5.0% with respect to any Registrable Securities excluded from a Registration Statement by election of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, for as long as the Filing Failure continues, an Investor or (ii) 10.0% to the extent such Effectiveness Failure or Filing Failure for which such Registration Delay Payments are due is caused by the Company’s inability to file a Registration Statement or have a Registration Statement declared effective, as applicable, due to comments from the SEC relating to the number of shares being registered on such Registration Statement or the Investors being deemed affiliates or control persons of the principal amount outstanding on the Convertible Note during the period beginning on the 76th day after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesunder Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”); ") or (ii) on any day after the 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.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-K3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “"Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”") then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount equal to two percent (2.0%) of the aggregate purchase price of such Investor's Registrable Securities, aggregate additional interest payable fifty percent (50%) in cash and fifty percent (50%) in Common Stock, whether or not 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; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure 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". Notwithstanding the foregoing, no Registration Delay Payments shall accrue after 180 days from the Closing Date. Registration Delay Payments shall be paid on the principal amount earlier of (I) the outstanding Convertible Note 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 amounts described below rate of one and one-half percent (the “Additional Interest”1.5%) per month (and all outstanding prorated for partial months) until paid in full. The number of shares of Common Stock issuable to the Buyers as the Common Stock portion of any Registration Delay Payments shall be equal to the quotient determined by dividing the cash portion of such Registration Delay Payments by ninety percent (90%) of the arithmetic average of the Weighted Average Prices of the Common Stock for the five (5) Trading Days immediately preceding the date that the applicable Registration Delay Payment is actually accrued. Notwithstanding the foregoing, no Registration Delay Payments shall be due pursuant to this Section 2(g) as a result of and solely to the extent of an Effectiveness Failure (i) caused solely by the Convertible Note has been converted prior to application of a limitation on the occurrence maximum number 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) Company permitted to be registered by the value staff 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 SEC pursuant to accrue to holders hereunder and under Rule 415 if the Purchase Agreement and the other Transaction Documents when 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 terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event of a Filing Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% Initial Registrable Securities exceeds one-third of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafterCompany’s public float, for as long as the Filing Failure continues, or (ii) 10.0% with respect to any Investor, caused solely by such Investor's exercise of the principal amount outstanding on the Convertible Note during the period beginning on the 76th day after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesits rights pursuant to Section 3(h).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); ) or (ii) on any day after the 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.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-K3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty), the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the outstanding Convertible Note aggregate Purchase Price (as such term is defined in the amounts described below (the “Additional Interest”Securities Purchase Agreement) (and all outstanding shares of Common Stock to the extent the Convertible Note has been converted prior to the occurrence such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the Registration Default following dates: (i) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such shares Filing Failure is cured; (ii) on every thirtieth day after the day of Common Stock remain Registrable Securities)an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; provided that any payment and (iii) on shares every thirtieth day after the initial day of Common Stock will be calculated based on, as applicable a Maintenance Failure and thereafter (Apro rated for periods totaling less than thirty days) the principal amount of the Convertible Note as a result of conversion of which until 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 Default will cease, be remedied or be Maintenance Failure is cured. The Company will pay any Additional Interest payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth in, above and subject (II) the third Business Day after the event or failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (ia) 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 on or before the Filing Deadline (a “Filing Failure”) or (Bii) filed with the SEC but not declared effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness Failure”); ) or (iib) on any day after the 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.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-K6(r)) pursuant to such Registration Statement (including, without limitation, including because of 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, a suspension or delisting of the Common Stock on the Principal Market or a failure to register a sufficient number of shares of Common Stock) (a “Maintenance Failure” and”), any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty), the Company shall pay become liable for payment to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement of an amount in cash equal to two percent (2%) of the outstanding Convertible Note aggregate value of such holder’s Registrable Securities required to be included in the amounts described below such Registration Statement (the “Additional Interest”) (and all outstanding shares of Common Stock to the extent the Convertible Note has been converted excluding, for days prior to the occurrence Conversion Commencement Date only, the value of the Registration Default and any Conversion Shares included in such shares of Common Stock remain Registrable Securities); provided that any payment on shares ) (such value being determined by multiplying the number of Common Stock will be calculated based on, as applicable such securities by the greater of (A) the principal amount then-current market price of the Convertible Note as a result of conversion of which such shares of Common Stock have been issued or securities and (B) the value $0.70) on each of the Warrant as following dates: (x) the initial day of a result Filing Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured or until the date two (2) years after the First Restated Closing Date; (y) the initial day of exercise an Effectiveness Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured or until the date two (2) years after the First Restated Closing Date; and (z) the initial day of which a Maintenance Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) thereafter until 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 Default will cease, be remedied or be Maintenance Failure is cured. The Company will pay any Additional Interest payments to which a holder shall be entitled pursuant to this Section 5 are referred to herein as set forth in, “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and subject (II) the third (3rd) Business Day after the event or failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 (a) If (i) 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 respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”); ") or (ii) on any day after the 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.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-K3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the shares of Common Stock) (a “"Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”") then, as partial relief for the liquidated damages and not as a penalty to any holder of Registrable Securities 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 the exclusive of any other remedies economic remedy available at law or in equity) with respect to Filing Failures, Effectiveness Failures and not as a penaltyMaintenance Failures), the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount equal to one percent (1.0%) of the outstanding Convertible Note aggregate Purchase Price (as such term is defined in the amounts described below (the “Additional Interest”Securities Purchase Agreement) (and all outstanding shares of Common Stock to the extent the Convertible Note has been converted prior to the occurrence such Investor's Registrable Securities included in such Registration Statement on each 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 following dates: (Ai) 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 Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and subject to the terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter 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) thereafter until such Effectiveness Failure is cured; (iii) 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. If all of the Cutback Shares, if any, have not been registered on a Registration Statement which has been declared effective by the SEC on or before the one hundred fifty (150) day anniversary of the Closing Date (a "Cutback Failure") then, as liquidated damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell any Cutback Shares (which remedy shall be the exclusive economic remedy available with respect to Cutback Failures), the Company shall pay Additional Interest to each holder of Cutback Shares relating to such Registration Statement an amount equal to one quarter of a percent (0.25%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Cutback Shares included in such Registration Statement on the day of a Cutback Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Cutback Failure 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 day of the Filing Failure, Effectiveness Failure, Cutback Failure or the initial day of Maintenance Failure, as applicable, and thereafter on the earlier of (I) on the thirtieth day after the event or failure giving rise to the 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 date such Registration Delay Payments are due shall be referred to herein as a "Registration Delay Payments Payment 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 (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary, in no event shall the aggregate amount of Registration Delay Payments (iother than Registration Delay Payments payable pursuant to events that are within the control of the Company) 5.0exceed, in the aggregate, 24% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesaggregate Purchase Price.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”); ") or (ii) on any day after the 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.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-K3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure Statement, to register a sufficient number of shares Common Shares or to maintain the listing of the Common StockShares) (a “"Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”") then, as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock Shares (which remedy shall not be exclusive of any other remedies available at law or in equity) and not as a penalty), the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount of the outstanding Convertible Note in the amounts described below (the “Additional Interest”) (and all outstanding shares of Common Stock cash equal 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 two percent (2.0%) of the Convertible Note 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) the day of a result Filing Failure; (ii) the day of conversion an Effectiveness Failure; (iii) the initial day of which such shares a Maintenance Failure; (iv) on the thirtieth day after the day of Common Stock have been issued or a Filing Failure (pro rated for periods totaling less than thirty days); (v) on the thirtieth day after the day of an Effectiveness Failure (pro rated for periods totaling less than thirty days); and (vi) on the thirtieth day after the initial day of a Maintenance Failure (pro rated for periods totaling less than thirty days) and (B) the value one percent (1.0%) of the Warrant as a result aggregate Purchase Price 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 Investor's Registrable Securities whether or not included in such Registration Default will ceaseStatement, be remedied or be on each of the following dates: (i) on every thirtieth day following the thirty-first day following such Filing Failure (pro rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (ii) on every thirtieth day following the thirty-first day following such Effectiveness Failure (pro rated for periods totaling less than thirty (30) days) until such Effectiveness Failure is cured; and (iii) on every thirtieth day following the thirty-first day following such Maintenance Failure (pro rated for periods totaling less than thirty (30) days) until such Maintenance Failure is cured. The Company will pay any Additional Interest 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 in, above and subject (II) the third Business Day after the event or failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”); ") or (ii) on any day after the 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 (x) during an Allowable Grace Period (as defined in Section 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-K3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares Shares of Common Stock) (a “"Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”") then, as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares Shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity) and not as a penalty), the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the outstanding Convertible Note aggregate Purchase Price (as such term is defined in the amounts described below Securities Purchase Agreement) of such Investor's Registrable Securities included in such Registration Statement on each of the following dates: (i) the “Additional Interest”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 all outstanding shares 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 any holder by reason of any such delay in or reduction of its ability to sell the underlying Shares of Common Stock to the extent the Convertible Note has been converted prior to the occurrence (which remedy shall not be exclusive of the Registration Default and such shares of Common Stock remain Registrable Securitiesany other remedies available at law or in equity); 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 Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and subject to the terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event of a Filing Failure, the Company shall pay Additional Interest to each holder of Registrable Securities relating to such Registration Statement an amount in the amount of cash equal to one percent (i1.0%) 5.0% of the principal amount outstanding aggregate Purchase Amount of such Investor's Registrable Securities included in such Registration Statement on the Convertible Note during day of an Effectiveness Failure and on the period between thirtieth day (pro rated for periods totaling less than thirty days) after the Filing Deadline Effectiveness Failure, and the 75th day thereafterif such Effectiveness Failure continues beyond such thirtieth day, for as long as the Filing Failure continues, one and one-quarter percent (ii1.25%) 10.0% of the principal amount outstanding aggregate Purchase Amount of such Investors' Registrable Securities relating to such Registration Statement on the Convertible Note during sixtieth day (pro rated for the period beginning on number of days after the 76th thirtieth day and up to and including the sixtieth day after the Filing Deadline Effectiveness Failure) and if such Effectiveness Failure continues beyond such sixtieth day after the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of one and one-half percent (i1.5%) 5.0% of the principal amount outstanding aggregate Purchase Amount of such Investors' Registrable Securities relating to such Registration Statement on the Convertible Note during ninetieth day (pro rated from periods totaling less than thirty days after the period between sixtieth day after the Effectiveness Deadline and the 45th day thereafter, for as long as the Effectiveness Failure continues, (iiFailure) 10.0% of the principal amount outstanding on the Convertible Note during the period beginning on the 46th day after the Effectiveness Deadline and 75th for every thirtieth day thereafter, for as long as the thereafter until such Effectiveness Failure continuesis 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 day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (iiiI) 12.0% thereafter the 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 (1.5%) per month (prorated for as long as the Effectiveness Failure continuespartial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 respective Filing Deadline (a “Filing Failure”"FILING FAILURE") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); "EFFECTIVENESS FAILURE") or (ii) on any day after the 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.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-K3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares of Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”"MAINTENANCE FAILURE") then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty), the Company shall pay to each holder of Registrable Securities, Securities relating to such Registration Statement an amount in cash equal to 2.0% of the aggregate additional interest 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; (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. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on the principal amount day of the outstanding Convertible Note in Filing Failure, Effectiveness Failure and the amounts described below (the “Additional Interest”) (and all outstanding shares initial day 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 ona Maintenance Failure, as applicable applicable, and thereafter on the earlier of (A) the principal amount of thirtieth day after the Convertible Note as a result of conversion of which such shares of Common Stock have been issued event or failure giving rise to the Registration Delay Payments has occurred and (B) the value of third Business Day after 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 Default will cease, be remedied event or be cured. The Company will pay any Additional Interest as set forth in, and subject failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of 2.0% per month (prorated for partial months) until paid in the amount of (i) 5.0full. The cumulative Registration Delay Payments shall not exceed 10% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, for aggregate Purchase Price (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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest such term is defined in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesSecurities Purchase Agreement).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); ) or (ii) on any day after the 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.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-K3) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure Statement, to register a sufficient number of shares of Common Stock, to timely remove any legends or to maintain the listing of the Common Stock on Eligible Market (as defined in the Notes)) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty), the Company shall pay to each holder of Registrable Securities, Securities relating to such Registration Statement an amount in cash equal to one percent (1%) of the aggregate additional interest 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) on the principal amount thirtieth day (pro rated for periods totaling less than thirty days) after the initial day of a Filing Failure and every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Filing Failure is cured; (ii) on the outstanding Convertible Note in thirtieth day (pro rated for periods totaling less than thirty days) after the amounts described below initial day of an Effectiveness Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Failure is cured; (iii) on the “Additional Interest”thirtieth day (pro rated for periods totaling less than thirty days) after the initial day of a Maintenance Failure and on every thirtieth day (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 pro rated for periods totaling less than thirty days) thereafter until 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 Default will cease, be remedied or be Maintenance Failure is cured. The Company will pay any Additional Interest payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as set forth in, “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and subject (II) the third Business Day after the event or failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of 1.5% per month (prorated for partial months) until paid in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the 45th day after the Effectiveness Deadline (an “"Effectiveness Failure”); ") or (ii) on any day after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made for more than five (5) Business Days (other than (x) during an Allowable Grace Period (as defined in Section 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-K3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares of Common Stock) (a “"Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”") then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty), the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the outstanding Convertible Note aggregate Purchase Price (as such term is defined in the amounts described below (the “Additional Interest”Securities Purchase Agreement) (and all outstanding shares of Common Stock to the extent the Convertible Note has been converted prior to the occurrence 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 (30) days) thereafter 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 (30) days) thereafter 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 (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as "Registration Default and such shares of Common Stock remain Registrable Securities); provided that any payment on shares of Common Stock will Delay Payments." Notwithstanding the foregoing, no Investor shall be calculated based onentitled to a Registration Delay Payment if the Filing Failure, Effectiveness Failure or Maintenance Failure, as applicable applicable, for which such Registration Delay Payments would otherwise be payable are the result of the failure of (A) such Investor to provide the principal amount of Company with information reasonably requested by the Convertible Note as a result of conversion of which such shares of Common Stock have been issued Company and necessary to complete, amend or supplement the Registration Statement or (B) Legal Counsel to timely deliver any comments or objections to the value Registration Statement to the Company in accordance with Section 3(c). Registration Delay Payments shall be paid on the earlier of (I) the last day of the Warrant as a result of exercise of calendar month during which such shares of Common Stock have been issued; provided further that any such Additional Interest will cease to accrue to holders hereunder Registration Delay Payments are incurred and under (II) the Purchase Agreement and third Business Day after the other Transaction Documents when any such Registration Default will cease, be remedied event or be cured. The Company will pay any Additional Interest as set forth in, and subject failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. The parties hereto agree that If (i) the Investors will suffer damages if the Company Initial Registration Statement when declared effective fails to fulfill its obligations under this Section 2 and thatregister the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), in such case, it would not be feasible to ascertain the extent of such damages with precision. Subject to Section 2.b, if (iii) 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.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-K3(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 or 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, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty, 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 SecuritiesSecurities relating to such Registration Statement an amount in cash equal to two percent (2.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement), aggregate additional interest up to a maximum of 10% of the Purchase Price, of such Investor’s Registrable Securities (solely with respect to such Registrable Securities that are not included in an effective 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 principal amount thirtieth day after the date of the outstanding Convertible Note in the amounts described below a Registration Failure and every thirtieth day thereafter (the “Additional Interest”pro rated for periods totaling less than thirty days) (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 until such Registration Default will ceaseFailure is cured, be remedied or be (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. The Company will pay any Additional Interest 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 in, above and subject (II) the third Business Day after the event or failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration 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 a Filing Failureone and one-half percent (1.5%) per month (prorated for partial months) until paid in full. For the avoidance of doubt, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continueswill not owe any Registration Delay Payments with respect to any securities that are not deemed to be Registrable Securities because they may be sold without volume limitations under Rule 144.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 Filing Deadline respective filing deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness Failure”); or (ii) on any day after the 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.p) or (y) if the Registration Statement is on Form S-1made, 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 (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure Statement, to register a sufficient number of shares Common Shares or to maintain the listing of the Common Stock) Shares (a “"Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”") then, as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock Shares (which remedy shall not be exclusive of any other remedies available at law or in equity) and not as a penalty), the Company shall pay to each holder Buyer of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount in cash equal to (A) two percent (2.0%) 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 principal each Buyer’s Note, on each 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 following dates: (Ai) 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 Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and subject to the terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event day of a Filing Failure; (ii) the initial day of a Maintenance Failure; (iii) on the thirtieth day after the day of a Filing Failure (pro rated for periods totaling less than thirty days); (iv) on the thirtieth day after the initial day of a Maintenance Failure (pro rated for periods totaling less than thirty days) and (B) one percent (1.0%) on the outstanding principal each Buyer’s Note, on each of the Company shall pay Additional Interest in the amount of following dates: (i) 5.0% of on every thirtieth day following the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th thirty-first day thereafter, for as long as the following such Filing Failure continues, (pro rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; and (ii) 10.0% of on every thirtieth day following the principal amount outstanding thirty-first day following such Maintenance Failure (pro rated for periods totaling less than thirty (30) days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to the above shall be paid on the Convertible Note during earlier of (I) the period beginning on dates set forth above and (II) the 76th day third Business Day after the Filing Deadline and event or failure giving rise to the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuespayments is cured.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the Effectiveness Deadline (an “"Effectiveness Failure”); ") or (ii) on any day after the 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.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-K3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares of Common Stock) (a “Stock or to maintain the listing of the Common Stock)(a "Maintenance Failure” and"), any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty), the Company shall pay to each holder of Registrable Securities, aggregate additional interest Securities relating to such Registration Statement: (I) on the principal amount each 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 Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and subject to the terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event day of a Filing Failure, an Effectiveness Failure and the Company shall pay Additional Interest initial day of a Maintenance Failure, an amount in cash equal to the amount product of (i) 5.0% the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, for as long as the Filing Failure continues, such Investor's Registrable Securities included in such Registration Statement multiplied by (ii) 10.0% of the principal amount outstanding on the Convertible Note during the period beginning on the 76th day after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues0.02, and (iiiII) 12.0% thereafter for as long on the earlier of last day of each 30 day period after a Filing Failure, an Effectiveness Failure and the initial day of a Maintenance Failure, as the case may be, or on the third Business Day after any such Filing Failure, Effectiveness Failure continuesor 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 Statement included in such Registration Statement multiplied by (ii) 0.02. In the event of an Effectiveness Failure, the Company fails to make any payments pursuant to this Section 2(e) in a timely manner, such payments shall pay Additional Interest bear interest at the rate of 1.5% per month (prorated for partial months) until paid in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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.b4(a), if (i) 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 respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); ) or (ii) on any day after the 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.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-K3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares Shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity) and not as a penalty), the Company shall pay to each holder of Registrable SecuritiesSecurities relating to such Registration Statement an amount in cash equal to two percent (2%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) after a Filing Failure until such Filing Failure is cured; (ii) the day of an Effectiveness Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) after a Maintenance Failure until such Maintenance Failure is cured; provided, aggregate additional interest however, that in no event shall the Company be liable for more than two percent (2%) of penalties during any thirty (30) day period or for multiple events during any thirty (30) day period. The payments to which a holder shall be entitled pursuant to this Section 2(d) are referred to herein as “Registration Delay Payments”. Registration Delay Payments shall accrue on the principal amount day of the outstanding Convertible Note in Filing Failure, Effectiveness Failure and the amounts described below initial day of a Maintenance Failure, as applicable, and thereafter shall accrue and be paid on the earlier of (I) the “Additional Interest”thirtieth (30th) (and all outstanding shares of Common Stock day after the event or failure giving rise to the extent Registration Delay Payments has occurred and (II) the Convertible Note has been converted prior Business Day after the event or failure giving rise 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 Default will cease, be remedied or be Delay Payments is cured. The Company will pay any Additional Interest as set forth in, and subject to the terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one and one-half percent (1.5%) 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 forty-eight percent (48%) of the aggregate Purchase Price for all Investors (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 Investor’s Notes to be lowered by an amount equal to the quotient of the amount of (i) 5.0% such Investors Excess Registration Delay Payments divided by the then outstanding amount of such Investor’s Notes. Notwithstanding anything to the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereaftercontrary contained herein, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the in no event of an Effectiveness Failure, shall the Company shall pay Additional Interest be liable for any damages in connection with the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesWarrant or Warrant Shares.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness Failure”); or (ii) on any day after the 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.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-K3(n)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares of Common StockStock or failure to maintain the listing of the Common Stock on an Eligible Market) (a “Maintenance Failure” and”); or (iii) after the date six months following the Closing Date, the Company fails to file with the SEC any Maintenance Failure, Filing Failure required reports under Section 13 or Effectiveness Failure, 15(d) of the 1934 Act such that it is not in compliance with Rule 144(c)(1) as a result of which the Buyers are unable to sell Registrable Securities without restriction under Rule 144 (or any successor thereto) (a “Registration Current Public Information Default”) then, as partial relief for liquidated damages reflecting a reasonable approximation of the uncertain damages to any holder of Registrable Securities 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) and not as a penaltyStock, the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount in cash equal to one (1) percent (1%) of the outstanding Convertible Note aggregate Purchase Price) (as such term is defined in the amounts described below (the “Additional Interest”Securities Purchase Agreement) (and all outstanding shares of Common Stock to the extent the Convertible Note has been converted prior to the occurrence such Investor’s Registrable Securities included in such Registration Statement on each 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 following dates: (Ai) the principal amount of the Convertible Note as day that a result of conversion of which Filing Failure occurs and on every thirtieth day (pro rated for shorter periods) thereafter until such shares of Common Stock have been issued or Filing Failure is cured; (Bii) the value day that an Effectiveness Failure occurs and on every thirtieth day (pro rated for shorter periods) thereafter until such Effectiveness Failure is cured; (iii) the initial day of a Maintenance Failure and on every thirtieth day (pro rated for shorter periods) thereafter until such Maintenance Failure is cured; and (iv) the Warrant as day that a result of exercise of which Current Public Information Default occurs and on every thirtieth day (pro rated for shorter periods) thereafter until 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 Current Public Information Default will cease, be remedied or be is cured. The Company will pay any Additional Interest payments to which a holder shall be entitled pursuant to this Section 2(e) are referred to herein as set forth in, “Liquidated Damages.” Liquidated Damages shall be paid on the earlier of (I) the last day of the calendar month during which such Liquidated Damages are incurred and subject (II) the third Business Day after the event or failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsLiquidated Damages is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Liquidated Damages shall bear simple interest at the rate of four (4) percent (4%) per month (pro rated for shorter periods) until paid in full. Notwithstanding anything to the contrary herein or in the Securities Purchase Agreement, no Liquidated Damages shall be payable for any period after the expiration of the Registration Period (except in respect of a Filing FailureCurrent Public Information Default), and in no event shall the Company shall pay Additional Interest aggregate amount of Liquidated Damages (excluding Liquidated Damages in respect of Current Public Information Defaults) exceed, in the amount of aggregate, ten (i10) 5.0% percent (10%) of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, for as long as the Filing Failure continues, (ii) 10.0% aggregate Purchase Price of the principal amount outstanding on the Convertible Note during the period beginning on the 76th day after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesCommon Shares.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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.b4(a), if (i) 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 respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); ) or (ii) on any day after the 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.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-K3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares Shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity) and not as a penalty), the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the outstanding Convertible Note aggregate Purchase Price (as such term is defined in the amounts described below (the “Additional Interest”Subscription Agreement) (and all outstanding shares of Common Stock such Investor’s Notes relating to the extent the Convertible Note has been converted prior to the occurrence Registrable Securities included in such Registration Statement on each 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 following dates: (Ai) 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 Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and subject to the terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event day of a Filing Failure, the Company shall pay Additional Interest in the amount of Failure and on every thirtieth day (ipro rated for periods totaling less than thirty days) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, for as long as the after a Filing Failure continues, until such Filing Failure is cured; (ii) 10.0% the day of the principal amount outstanding an Effectiveness Failure and on the Convertible Note during the period beginning on the 76th every thirtieth day (pro rated for periods totaling less than thirty days) after the Filing Deadline and the 120th day thereafter, for as long as the Filing an Effectiveness Failure continues, until such Effectiveness Failure is cured; and (iii) 12.0% thereafter 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; provided, however, that in no event shall the Company be liable for more than one and one-half percent (1.5%) of penalties during any thirty day period or for multiple events during any thirty day period. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as long as “Registration Delay Payments.” Registration Delay Payments shall accrue on the day of the Filing Failure continues. In the event of an Effectiveness Failure, Effectiveness Failure and the Company initial day of a Maintenance Failure, as applicable, and thereafter shall pay Additional Interest in accrue and be paid on the amount earlier of (iI) 5.0% of the principal 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) 10.0% of the principal amount outstanding on the Convertible Note during the period beginning on the 46th thirtieth day after the Effectiveness Deadline and 75th day thereafter, for as long as event or failure giving rise to the Effectiveness Failure continues, Registration Delay Payments has occurred and (iiiII) 12.0% thereafter the Business Day after the event or failure giving rise to the Registration Delay Payments is cured. Notwithstanding anything herein to the contrary, in no event shall the Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for as long as all Investors (the Effectiveness Failure continues“Registration Delay Payments Cap”).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (ix) 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 (iiy) 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.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-K3(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 or 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”), any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity) and not as a penalty, 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, Securities relating to such Registration Statement an amount in cash equal to two percent (2.0%) of the aggregate additional interest 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 Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on the principal amount 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; (v) on the outstanding Convertible Note in thirtieth day after the amounts described below 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 (vi) on the “Additional Interest”thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) (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 until 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 Default will cease, be remedied or be Maintenance Failure is cured. The Company will pay any Additional Interest payments to which a holder shall be entitled pursuant to this Section 2(h) are referred to herein as “Registration Delay Payments.” In no event shall the aggregate amount of all Registration Delay Payments payable to an Investor exceed 8.0% of the aggregate Purchase Price of such Investor’s Registrable Securities. Registration Delay Payments shall be paid on the earlier of (I) the dates set forth in, above and subject (II) the third Business Day after the event or failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 Commission on or before the respective Filing Deadline Date (a “Filing Failure”) or (B) not declared effective by the SEC Commission on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); ) or (ii) on any day after the 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.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-K3(j)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities 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) and not as a penalty), the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal Securities relating to such Registration Statement an amount in cash equal to one percent (1%) of the outstanding Convertible Note aggregate Subscription Amount (as such term is defined in the amounts described below (the “Additional Interest”Purchase Agreement) (and all outstanding shares of Common Stock to the extent the Convertible Note has been converted prior to the occurrence such Holder’s Registrable Securities included in such Registration Statement on each 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 following dates: (Ai) 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 Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and subject to the terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event day of a Filing Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, ; (iii) the Company shall pay Additional Interest in the amount initial day of a Maintenance Failure; (iiv) 5.0% of the principal 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) 10.0% of the principal amount outstanding on the Convertible Note during the period beginning on the 46th every thirtieth day after the Effectiveness Deadline day of a Filing Failure and 75th thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day thereafter, for as long as after the day of an Effectiveness Failure continues, and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (iiivi) 12.0% on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(c) are referred to herein as long as “Registration Delay Payments.” Registration Delay Payments shall be paid on the Effectiveness Failure continuesearlier 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 anything herein or in the Purchase Agreement to the contrary, in no event shall the aggregate amount of Registration Delay Payments exceed, in the aggregate, five percent (5%) of the aggregate Subscription Amount.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 Commission on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC Commission on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); ) or (ii) on any day after during the Effective Date, Registration Period sales of all of the Registrable Securities required to be included on covered by such Registration Statement cannot be made (other than (x) during an Allowable Grace Period (as defined in Section 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-K3.1(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares of Common Stock or to maintain the listing of the shares of Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the liquidated damages to any holder of Registrable Securities 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) and not as a penalty), the Company shall pay to each holder Purchaser whose Shares are required to be included in such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Purchase Price (as such term is defined in the Purchase Agreement) of such Purchaser’s Registrable Securities, aggregate additional interest Securities included in such Registration Statement on the principal amount day of the outstanding Convertible Note respective Filing Failure, Effectiveness Failure or Maintenance Failure for the first thirty (30) days during which such Filing Failure, Effectiveness Failure or Maintenance Failure continues (pro rated for any period totaling less than thirty (30) days), and thereafter one percent (1.0%) of the aggregate Purchase Price (as such term is defined in the amounts described below Purchase Agreement) of such Purchaser’s Registrable Securities included in such Registration Statement for each ensuing thirty (the “Additional Interest”30) day period during which such Filing Failure, Effectiveness Failure or Maintenance Failure continues (and all outstanding shares pro rated for any period totaling less than thirty (30) days), subject to a maximum penalty of Common Stock to the extent the Convertible Note has been converted prior to the occurrence ten percent (10%) of the Registration Default and aggregate Purchase Price (as such shares of Common Stock remain Registrable Securities); provided that any payment on shares of Common Stock will be calculated based on, as applicable (Aterm is defined in the Purchase Agreement) the principal amount of the Convertible Note as a result of conversion of which paid by 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 Purchaser pursuant to accrue to holders hereunder and under the Purchase Agreement and for all Registration Delay Payments (as defined below) payable to an Purchaser under this Agreement. The payments to which an Purchaser shall be entitled pursuant to this Section 2.1(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid by the other Transaction Documents when any tenth day following the calendar month during which 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 terms and conditions of, the Purchase Agreement and the other Transaction DocumentsDelay Payments are incurred. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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 (ii) 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.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-K3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by the Principal 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 or 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, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”") then, as partial relief for the damages to any holder of Registrable Securities 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, including, without limitation, specific performance), (A) and not as a penalty, the Company shall pay to each holder of Registrable Securities, Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate additional interest Conversion Price (as such term is defined in the Loan 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; (iii) the initial day of a Maintenance Failure; (iv) on the principal amount 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; (v) on the outstanding Convertible Note in thirtieth day after the amounts described below 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 (vi) on the “Additional Interest”thirtieth day after the date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) (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 until 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 Default will cease, be remedied or be Maintenance Failure is cured. The Company will pay any Additional Interest 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 in, above and subject (II) the third Business Day after the event or failure giving rise to the terms and conditions of, the Purchase Agreement and the other Transaction DocumentsRegistration Delay Payments is cured. In the event of a Filing Failure, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall pay Additional Interest bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 If (i) 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) filed with the SEC but not declared effective by the SEC on or before the applicable Effectiveness Deadline (an “Effectiveness Failure”); ) or (ii) 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.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-K3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement Statement, a suspension or failure delisting of the Common Stock on its principal trading market or exchange, or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities Investor 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) and not as a penalty), the Company shall pay to each holder Investor which holds Notes an amount in cash equal to two percent (2.0%) of Registrable Securities, the aggregate additional interest on the principal amount of the outstanding Convertible Note Notes held by such Investor immediately following the Closing Date 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; (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. The payments to which an Investor shall be entitled pursuant to this Section 2.2(g) are referred to herein as “Registration Delay Payments.” For the avoidance of doubt, no Registration Delay Payments may be made unless specifically allowed by the Intercreditor Agreement. 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 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 two percent (2.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the amounts described below (the “Additional Interest”) (and all outstanding shares of Common Stock Securities Purchase Agreements to the extent the Convertible Note has been converted prior contrary, (i) no Registration Delay Payments shall be due and payable with respect to the occurrence Warrants or the Warrant Shares and (ii) in 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 Registration Default and such shares Company) exceed, in the aggregate, 10% of Common Stock remain Registrable Securities); provided that any payment on shares of Common Stock will be calculated based on, as applicable (A) the aggregate principal amount of the Convertible Note as a result of conversion of which such shares of Common Stock have been Notes issued or (B) on 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 Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and subject Closing Date pursuant to the terms and conditions of, the Securities Purchase Agreement and the other Transaction Documents. In the event of a Filing Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, 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 after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal 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) 10.0% of the 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) 12.0% thereafter for as long as the Effectiveness Failure continuesAgreements.