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

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 or (B) not declared effective by the SEC on or before the Effectiveness Deadline or (ii) on any day after such Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement an amount in cash equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures multiplied by (ii) the product of (I) 0.0004166 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statement. 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 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. 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 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to any elections made pursuant to Section 4(b), if (i) a Registration Statement covering all 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 Filing Deadline or (B) is not declared effective by the SEC Commission on or before the Effectiveness Deadline or Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby, as described in Section 2(e) of this Agreement, is not filed with the Commission on or before the deadline described in Section 2(e) of this Agreement or is not declared effective by the Commission on or before the deadline described in Section 2(e) of this Agreement, (iii) on any day after such Registration Statement has been declared effective by the SEC Commission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made as a matter of law (other than during an Allowable Grace Period (as defined in Section 3(p)3(n) of this Agreement) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common StockStock but excluding failures caused solely by a breach of the applicable Investor's obligations hereunder), or (iv) a Grace Period (as defined in Section 3(n) of this Agreement) exceeds the length of an Allowable Grace Period (each of the items described in clauses (i), (ii), (iii) and (iv) above shall be referred to as a "Registration Delay"), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), ) the Company shall pay to on the occurrence of each holder of Convertible Debentures relating to Registration Delay and every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Registration Statement Delay is cured, (the Company shall, for each such day, pay each Investor in cash, as liquidated damages and not as a penalty, an amount in cash equal to 0.033% of the product Purchase Price of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid Shares and Warrants purchased by such Investor with respect to any such failure; and for its Convertible Debentures multiplied by (ii) any such day. Such payment shall be made no later than the product first business day of (I) 0.0004166 multiplied by (II) the sum of (x) calendar month next succeeding the number of days after the Filing Deadline month in which such day occurs; provided, however, that the Registration Statement is aggregate amount of such damages shall not filed with exceed 25% of the SEC, plus (y) Purchase Price of the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective Shares and Warrants purchased by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration StatementInvestor. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as "Registration Delay Payments." The Registration Delay Payments shall be paid in cash on the earlier of (IA) the last day of the calendar month during which such Registration Delay Payments are incurred and (IIB) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% one and two-tenths percent (1.2%) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline or (ii) on any day after such the Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or to register sufficient shares of Common Stock), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures Preferred Shares relating to such Registration Statement an amount in cash per such Preferred Share held equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures $10,000 multiplied by (ii) the sum of (A) .015, if the Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus (B) the product of (I) 0.0004166 .0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (zy) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as "Registration Delay PaymentsREGISTRATION 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. 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 1.5% per month (prorated for partial months) until paid in full. Notwithstanding the foregoing, the Company shall not be required to make any Registration Delay Payments for the period of time that the effectiveness of the Registration Statement is delayed, or that sales of Registrable Securities cannot be made after the Registration Statement is declared effective, as a result of the failure of the holder of Registrable Securities entitled to such payments to have provided the Company with any necessary information as set forth in Section 4(a).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (ia) a Registration Statement covering all 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 or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline or Deadline; (iib) on any day after such the Registration Statement has been declared effective by the SEC SEC, sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to such the Registration Statement (including, including without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement Statement, or to register sufficient shares of Common Stock), thenor (c) the Company fails at any time to fully comply with the rules and regulations of the applicable Nasdaq market and the Nasdaq staff notifies the Company of such non-compliance, as including the standards for continued listing of the Company's Common Stock on the applicable Nasdaq market, then the Company shall be in breach of this Agreement (such a breach being a "Registration Statement Default"). As partial ------------------------------ relief for any Registration Statement Default and for the damages to any holder Holder by reason of any such delay in or reduction of its ability to sell the underlying shares Registrable Securities, the remedy shall be as provided for by and in the Preferred Warrants and the Certificate of Common Stock Designation (which remedy shall not be exclusive of any other remedies available at law or in equity). Notwithstanding the foregoing, the Company shall pay have thirty (30) days to each holder of Convertible Debentures relating to such cure a Registration Statement an amount in cash equal Default after the date of its occurrence and to deliver a written statement to the product holders of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures multiplied by (ii) the product of (I) 0.0004166 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC Registrable Securities certifying that such Registration Statement Default has been so cured; and if such cure is timely effected and such statement is timely delivered, the Company shall not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statement. 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 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 subject to the remedies for a Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in fullStatement Default.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to any elections made pursuant to Section 4(b), if (i) a Registration Statement covering all 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 Filing Deadline or (B) is not declared effective by the SEC Commission on or before the Effectiveness Deadline or Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby, as described in Section 2(e) of this Agreement, is not filed with the Commission on or before the deadline described in Section 2(e) of this Agreement or is not declared effective by the Commission on or before the deadline described in Section 2(e) of this Agreement, (iii) on any day after such Registration Statement has been declared effective by the SEC Commission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made as a matter of law (other than during an Allowable Grace Period (as defined in Section 3(p)3(n) of this Agreement) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common StockStock but excluding failures caused solely by a breach of the applicable Investor's obligations hereunder), or (iv) a Grace Period (as defined in Section 3(n) of this Agreement) exceeds the length of an Allowable Grace Period (each of the items described in clauses (i), (ii), (iii) and (iv) above shall be referred to as a "REGISTRATION DELAY"), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), ) the Company shall pay on the occurrence of each Registration Delay and every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Registration Delay is cured, (1) to each holder of Convertible Debentures relating to such Registration Statement the Preferred Shares an amount in cash equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in initial principal amount paid for the Convertible Debentures) paid Preferred Shares held by such Investor for its Convertible Debentures holder or the related Conversion Shares multiplied by (ii) the product of two percent (I2%) 0.0004166 multiplied by and (II2) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statement. The payments to which a each 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 last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event Warrants or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments Warrant Shares an amount in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full.4

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a "Registration Failure"), (ii) a Registration Statement covering (A) all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a "Filing Failure") or (B) all of the Registrable Securities required to be covered thereby (other than Cutback Shares) and required to be filed by the Company pursuant to this Agreement is not declared effective by the SEC on or before the applicable Effectiveness Deadline Deadline, (an "Effectiveness Failure") or (iiiii) on any day after such Registration Statement has been declared effective by the SEC applicable Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(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 (other than Cutback Shares) or a failure to maintain the listing of the Common Stock), ) (a "Maintenance 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 (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance), the Company shall pay to each holder of Convertible Debentures Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the product of (i) the Initial Outstanding Principal Amount aggregate Purchase Price (as such term is defined in the Convertible DebenturesSecurities Purchase Agreement) paid by of such Investor for its Convertible Debentures multiplied by Investor's Registrable Securities not included in such Registration Statement (other than Cutback Shares in case the event triggering the provisions of this Section 2(g) is an Effectiveness Failure) on each of the following dates: (i) the day of a Registration Failure; (ii) the product day of a Filing Failure; (I) 0.0004166 multiplied by (IIiii) the sum day of an Effectiveness Failure; (xiv) the number initial day of days a Maintenance Failure; (v) on the thirtieth day after the Filing Deadline that date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the Registration Statement is not filed with the SEC, plus (y) the number of days thirtieth day after the Effectiveness Deadline that 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 Registration Statement is not declared effective by the SEC, plus (z) the number of days thirtieth day after the Registration Statement has been declared effective by 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 SEC that 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 Registration Statement Maintenance Failure is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statementcured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(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 dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5% %) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 such Registration Statement has been declared effective by the SEC applicable Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(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 a result of the Company’s failure to meet applicable listing requirements, 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 (other than as a result of a limitation on the maximum number of shares of Common Stock permitted to be registered by the staff of the SEC pursuant to Rule 415) or a failure to maintain the listing of the Common Stock), ) (a "Maintenance 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 (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Convertible Debentures Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the product of (i) the Initial Outstanding Principal Amount aggregate Market Value (as such term is defined in the Convertible DebenturesSubscription Agreement) paid by of such Investor for its Convertible Debentures multiplied by 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 product day of an Effectiveness Failure; (I) 0.0004166 multiplied by (IIiii) the sum initial day of a Maintenance Failure; (xiv) on the number of days thirtieth day after the date of a Filing Deadline that Failure and every thirtieth day thereafter (in each case, pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on the Registration Statement is not filed with the SEC, plus (y) the number of days thirtieth day after the date of an Effectiveness Deadline that Failure and every thirtieth day thereafter (in each case, pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on the Registration Statement is not declared effective by the SEC, plus (z) the number of days thirtieth day after the Registration Statement has been declared effective by the SEC that initial date of a Maintenance Failure and every thirtieth day thereafter (in each case, pro rated for periods totaling less than thirty days) until such Registration Statement Maintenance Failure is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statementcured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(h) 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 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 1.5% one percent (1.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary herein or in the Subscription Agreement, in no event shall (i) Registration Delay Payments be payable for any period after the expiration of the Registration Period, (ii) the aggregate amount of Registration Delay Payments to an Investor exceed, in the aggregate, ten percent (10%) of the aggregate Market Value of such Investor's Registrable Securities on the applicable Closing Date and (ii) the Company be obligated to make both Public Information Failure Payments (as defined in the Subscription Agreement) and Registration Delay Payments in respect of the same securities and for any same period of time in which a failure giving rise to such payments is deemed to have occurred.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to any elections made pursuant to Section 4(b), if (i) a Registration Statement covering all 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 or (B) not declared effective by the SEC Commission on or before the Effectiveness Deadline or Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby, as described in Section 2(e) of this Agreement, is not filed with the Commission on or before the deadline described in Section 2(e) of this Agreement or is not declared effective by the Commission on or before the deadline described in Section 2(e) of this Agreement, (iii) on any day after such Registration Statement has been declared effective by the SEC Commission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made as a matter of law (other than during an Allowable Grace Period (as defined in Section 3(p)3(n) of this Agreement) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common StockStock but excluding failures caused solely by a breach of the applicable Investor’s obligations hereunder), or (iv) a Grace Period (as defined in Section 3(n) of this Agreement) exceeds the length of an Allowable Grace Period (each of the items described in clauses (i), (ii), (iii) and (iv) above shall be referred to as a “Registration Delay”), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), ) the Company shall pay on the occurrence of each Registration Delay and every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Registration Delay is cured to each holder of Convertible Debentures relating to such Registration Statement the Series AA Preferred an amount in cash equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in initial principal amount paid for the Convertible Debentures) paid Series AA Preferred held by such Investor for its Convertible Debentures holder or the related Conversion Shares multiplied by (ii) the product of two percent (I) 0.0004166 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statement2%). The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as "“Registration Delay Payments." ” The Registration Delay Payments shall be paid in cash on the earlier of (IA) the last day of the calendar month during which such Registration Delay Payments are incurred and (IIB) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5% %) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 or (B) not declared effective by the SEC on or before the Effectiveness Deadline or (ii) on any day after such the Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(m))) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or to register sufficient shares of Common Stock), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures relating to Buyer then holding Registrable Securities (or Preferred Shares) covered by such Registration Statement an amount in cash equal to two percent (2%) of the product portion of the Purchase Price attributable to such Registrable Securities (ior Preferred Shares) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid then held by such Investor Buyer, for its Convertible Debentures multiplied by each thirty (ii30) day period the product of (I) 0.0004166 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the applicable Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not or available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration StatementStatement (or a lesser pro rata payment amount if such period is less than thirty (30) days); provided however, that notwithstanding anything in this Agreement to the contrary, the parties hereto hereby agree that, with respect to any underwritten registration hereunder, the Effectiveness Deadline and Allowable Grace Period, as the case may be, shall be automatically extended to the extent a delay is caused by the underwriter or the underwriting process, including, but not limited to, any failure to register any Registrable Securities in said registration as a result of an underwriter's cut-back under Section 2(g) hereof. The payments to which a holder shall be entitled pursuant to this Section 2(f2(e) are referred to herein as "Registration Delay PaymentsREGISTRATION 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 Delayed Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common StockStock)(a “Maintenance 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures Notes relating to such Registration Statement Statement: (I) on each of the day of a Filing Failure, an Effectiveness Failure and the initial day of a Maintenance Failure, an amount in cash equal to the product of (i) the Initial Outstanding aggregate Principal Amount (as such term is defined in the Convertible DebenturesNotes) paid by of such Investor for its Convertible Debentures Investor’s Notes convertible into Conversion Shares included in such Registration Statement multiplied by (ii) the product of (I) 0.0004166 multiplied by 0.01, and (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statement. 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 earlier of (I) the last day of each 30 day period after a Filing Failure, an Effectiveness Failure and the calendar month during which such Registration Delay Payments are incurred and (II) initial day of a Maintenance Failure, as the case may be, or on the third Business Day after the event any such Filing Failure, Effectiveness Failure or failure giving rise Maintenance Failure is cured, an amount in cash equal to the product of (i) the aggregate Principal of such Investor’s Notes convertible into Conversion Shares included in such Registration Delay Payments is curedStatement multiplied by (ii) 0.02. In the event the Company fails to make Registration Delay Payments any payments pursuant to this Section 2(f) in a timely manner, such Registration Delay Payments payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 within fifteen (15) Business Days of the Filing Deadline or Deadline, (Bii) such a Registration Statement is not declared effective by the SEC on or before the Effectiveness Deadline or (iiiii) on any day after such the Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or to register sufficient shares of Common StockShares), then, as partial relief for the damages and not as a penalty to any holder 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), the Company shall pay to each holder of Convertible Debentures Shares relating to such Registration Statement an amount in cash per such Preferred Share held equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures $1,000 USD multiplied by (ii) the product of (I) 0.0004166 .0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SECfiled, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20. 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 earlier earliest of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and incurred, (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.518% per month annum (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not (A) not filed with the SEC on or before the Filing Deadline or (B) not declared effective by the SEC on or before the Effectiveness Deadline or (ii) on any day after such the Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(t))) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or to register sufficient shares of Common Stock), 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 (which remedy shall not not, except as described below in this Section 2(f), be exclusive of any other remedies under the Transaction Documents, available at law or in equity), the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement Notes an amount in cash equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in principal amount of the Convertible Debentures) paid Notes held by such Investor for its Convertible Debentures each holder multiplied by (ii) the product of (IA) 0.0004166 0.000667 multiplied by (IIB) the sum (without duplication) of (x) the number of days after the Filing Deadline that the such Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration StatementStatement pursuant to Section 2(e). The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as "Registration Delay PaymentsREGISTRATION 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. 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 1.52.0% per month (prorated for partial months) until paid in full. In the event the Company files, by the Filing Deadline, a Registration Statement coving all the Registrable Securities and required to be filed pursuant to this Agreement and the Company uses its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable, but such Registration Statement is not declared effective on or before the Effectiveness Deadline, the holders of the Notes shall not be entitled to any remedies, under the Transaction Documents, at law or in equity, due to such failure of the Registration Statement to be declared effective, other than the Registration Delay Payments (including any interest accruing thereon), for a period of 30 days following the Effectiveness Deadline, after which period such Registration Delay Payments shall no longer be exclusive of any other remedies available under the Transaction Documents, at law or in equity.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 Deadline, or (B) not declared effective by the SEC on or before the date that is (x) in the event that the Registration Statement is not subject to a full review by the SEC, ninety (90) days after the Closing Date or (y) in the event that the Registration Statement is subject to a full review by the SEC, one hundred twenty (120) days after the Closing Date (the "Effectiveness Deadline Deadline") or (ii) on any day after such Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement an amount in cash equal to the product of (i) the Initial Outstanding Principal Amount (as outstanding principal amount of such term is defined in the Convertible Debentures) paid by such Investor for its Investor's Convertible Debentures to which the Registration Statement relates multiplied by (ii) the product of (I) 0.0004166 .00067 multiplied by (II) the sum of (x) the number of days after the applicable Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days days, in each instance, after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statement. 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 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. 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 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) (A) the Additional Registration Statement is not filed with the SEC on or before the Additional Filing Deadline (a “Filing Failure”) or (B) 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 or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after such Registration Statement has been declared effective by the SEC Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made for any reason (other than during an Allowable Grace Period (as defined in Section 3(p3(q)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register register, subject to the grace periods set forth in Section 3(q) a sufficient number of shares of Common Stock)Stock to enable resale of 100% of the shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants without regard to limitations on conversion, redemption and exercise of such Notes and Warrants and assuming such conversion, redemption or exercise occurred on the date of the filing of the Registration Statement or a suspension or delisting of the Common Stock on its principal trading exchange or market) (a “Maintenance 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the product of (i) the Initial Outstanding Principal Amount aggregate Purchase Price (as such term is defined in the Convertible DebenturesSecurities Purchase Agreement) paid by of such Investor 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 its Convertible Debentures multiplied by periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) the product day of an Effectiveness Failure and on every thirtieth day (Ipro rated for periods totaling less than thirty days) 0.0004166 multiplied by after an Effectiveness Failure until such Effectiveness Failure is cured; and (IIiii) the sum initial day of a Maintenance Failure and on every thirtieth day (xpro 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 number Company be liable for more than one percent (1%) of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than penalties during an Allowable Grace Period) any thirty day period or for the sale of all the Registrable Securities required to be included on such Registration Statementmultiple events during any thirty day period. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as "“Registration Delay Payments." ” Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the last thirtieth day of after the calendar month during which such event or failure giving rise to the Registration Delay Payments are incurred 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 1.5% one percent (1.0%) per month (prorated for partial months) until paid in full. The parties agree that the Company will not be liable for Registration Delay Payments under this Section in respect of the Warrants.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline or (ii) on any day after such Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement an amount in cash equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures multiplied by (ii) the product of (I) 0.0004166 0.0005 multiplied by (II) the sum of (x) the number of days after the applicable Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statement. 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 in the form of Common Stock 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. The number of shares of Common Stock to be issued for any Registration Delay Payment shall be the amount of such Registration Delay Payment divided by the average Closing Sale Price (as defined in the Debentures) of the Common Stock for the five (5) trading days immediately preceding the date of payment. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not (A) not filed with the SEC on or before the applicable Filing Deadline or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline or (ii) on any day after such the Registration Statement has been declared effective by the SEC SEC, sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or Statement, to register sufficient shares of Common Stock), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement Registrable Securities an amount in cash per Registrable Security held by such Holder equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid number of Common Shares held by such Investor for its Convertible Debentures Holder, multiplied by (ii) the greater of $1.00 (subject to adjustment for stock splits, stock dividends, stock combinations and other similar transactions after the date of this Agreement) and the closing sale price of the Common Stock (as reported by Bloomberg Financial Markets) on the applicable date on which the Company incurred the payment obligation provided in this Section 2(e), multiplied by (iii) the sum of (A) .02, if the Registration Statement is not filed by the Filing Deadline, plus (B) .02, if the Registration Statement is not declared effective by the Effectiveness Deadline, plus, (C) the product of (I) 0.0004166 .00067 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the such Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement. The payments to which a holder shall be entitled pursuant to this Section 2(f2(e) 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 business day after the event or failure giving rise to the Registration Delay Delayed Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.52.0% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 such Registration Statement has been declared effective by the SEC Effective Date and prior to the expiration of the Effective Period (as defined below) sales of all of the Registrable Securities required to be included on covered by such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined set forth in Section 3(p2.1(c) or due to a change in the Prospective Seller’s “plan of distribution” or the inaccuracy of any information provided by the Prospective Seller(s)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a the Company’s failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement Statement, to register a sufficient number of shares of Common Stock or to register sufficient maintain the listing of the shares of Common Stock), ) (a “Maintenance Failure”) then, as partial relief for the damages to any holder 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), the Company shall pay to each holder an increased interest rate of Convertible Debentures relating to such Registration Statement an 0.50% on the principal amount in cash equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures multiplied by (ii) the product of (I) 0.0004166 multiplied by (II) the sum of (x) the number of days after the Filing Deadline any Option Notes that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all are convertible into the Registrable Securities required registered, or available to be included registered, on a Registration Statement that is subject to such Registration StatementFiling 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 a holder an Investor shall be entitled pursuant to this Section 2(f2.1(b) are referred to herein as "“Registration Delay Payments." ” Such Registration Delay Payments shall will be paid on capitalized by adding to the earlier of (I) the last day outstanding principal amount from time to time of the calendar month during which Notes. Payment of such Registration Delay Payments are incurred by the Company shall be in addition to, and (II) shall not limit, the third Business Day after other remedies available to the Investor in the event or failure giving rise that the Company does not comply with this Article II with respect to the Registration Delay Payments is cured. In filing and effectiveness of the event the Company fails registration statement referred to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in fullherein.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to any elections made pursuant to Section 4(b), if (i) a Registration Statement covering all 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 Filing Deadline or (B) is not declared effective by the SEC Commission on or before the Effectiveness Deadline or Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby, as described in Section 2(e) of this Agreement, is not filed with the Commission on or before the deadline described in Section 2(e) of this Agreement or is not declared effective by the Commission on or before the deadline described in Section 2(e) of this Agreement, (iii) on any day after such Registration Statement has been declared effective by the SEC Commission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made as a matter of law (other than during an Allowable Grace Period (as defined in Section 3(p)3(n) of this Agreement) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock), then, or (iv) a Grace Period (as partial relief for defined in Section 3(n) of this Agreement) exceeds the damages to any holder by reason length of any such delay an Allowable Grace Period (each of the items described in or reduction of its ability to sell the underlying shares of Common Stock clauses (which remedy shall not be exclusive of any other remedies available at law or in equityi), (ii), (iii) and (iv) above shall be referred to as a "Registration Delay"), then the Company shall pay (1) to each holder of Convertible Debentures relating to such Registration Statement the Notes or Conversion Shares an amount in cash equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in initial principal amount paid for the Convertible Debentures) paid Note held by such Investor for its Convertible Debentures holder or the related Conversion Shares multiplied by (ii) the product of (I) 0.0004166 the percentage determined by dividing (A) the Applicable Percentage by (B) 30, multiplied by (II) the sum of (x) the number of days (including any partial days) after the Filing Deadline or the deadline described in Section 2(e) of this Agreement, as applicable, that the Registration Statement is not filed with the SECCommission, plus (y) the number of days (including any partial days) after the Effectiveness Deadline or the deadline described in Section 2(e) of this Agreement that the Registration Statement is not declared effective by the SECCommission, plus (z) the number of days after the Registration Statement has been declared effective by the SEC Commission, the number of days (including any partial days) that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required and (2) to be included on each holder of the Warrants or Warrant Shares an amount in cash equal to the product of (i) the aggregate Exercise Price for such Registration Statement. The payments to which a holder shall be entitled pursuant to this Section 2(fWarrant or paid for the related Warrant Shares multiplied by (ii) are referred to herein as "Registration Delay Payments." Registration Delay Payments shall be paid on the earlier product of (I) the last day of percentage determined by dividing (A) the calendar month during which such Registration Delay Payments are incurred and Applicable Percentage by (B) 30, multiplied by (II) the third Business Day sum of (x) the number of days (including any partial days) after the event Filing Deadline or failure giving rise to the deadline described in Section 2(e) of this Agreement, as applicable, that the Registration Delay Payments Statement is cured. In not filed with the event Commission, plus (y) the Company fails to make number of days (including any partial days) after the Effectiveness Deadline or the deadline described in Section 2(e) of this Agreement, as applicable, that the Registration Delay Payments in a timely mannerStatement is not declared effective by the Commission, plus (z) after the Registration Statement has been declared effective by the Commission, the number of days (including any partial days) that such Registration Delay Payments Statement is not available (other than during an Allowable Grace Period) for the sale of all Registrable Securities. The "Applicable Percentage" shall bear interest at mean (A) for periods that only include days on or before the rate day that is 60 days after the commencement of 1.5% per month a Registration Delay, eight-tenths percent (prorated 0.8%), (B) for partial monthsperiods that only include days after the date that is 60 days after the commencement of a Registration Delay, one and two-tenths percent (1.2%) until paid in full.and (C) for periods that include days both before and after the date that is 60 days after the commencement of a Registration Delay, a percentage equal to a fraction, the numerator of which shall be the sum of

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. i. If (iA) a Registration Statement covering all 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 such a Registration Statement has been declared effective by the SEC SEC, sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(o)(iv))) pursuant to such Registration Statement (including, without limitation, including because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares comply with Section 2(f)) (a "Maintenance Failure," and each of Common Stocka Filing Failure, an Effectiveness Failure and a Maintenance Failure being referred to as a "Registration Default"), thenthen the Company shall pay, as partial relief for the liquidated damages (but not as a penalty) to any holder of 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), the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement an amount in cash equal to one percent (1.0%) per month (on a 30/360 basis) of the product of (i) aggregate purchase price paid pursuant to the Initial Outstanding Principal Amount (as Securities Purchase Agreement for such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures multiplied by (ii) the product of (I) 0.0004166 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the holder's Registrable Securities required to be included on in such Registration StatementStatement on each of the following dates: (1) the initial day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (2) the initial day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (3) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. ii. The payments to which a holder shall be entitled pursuant to this Section 2(f2(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. 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 the lesser of one and one-half percent (1.5% %) per month (prorated on a 30/360 basis). iii. A Registration Default shall be deemed not to have occurred and be continuing, and no Registration Delay Payments shall accrue as a result thereof, in relation to a Registration Statement if (i) (A) such Registration Default has occurred solely as a result of material events, with respect to the Company that would need to be described in such Registration Statement or the related Prospectus or (B) the Registration Default relates to any information supplied or failed to be supplied by a Buyer of Registrable Securities and (ii) the Company is proceeding promptly and in good faith to amend or supplement the Registration Statement to describe such events as required by Section 3(o); provided, however, that in any case if such Registration Default occurs for partial monthsa continuous period in excess of forty-five (45) days beyond any permitted forty-five (45) or ninety (90) day suspension period (as provided by Section 3(o)), Registration Delay Payments shall be payable in accordance with this Section 2(g) from the day such Registration Default occurs until paid in fullsuch Registration Default is cured.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 Deadline, or (B) not declared effective by the SEC on or before the date that is ninety (90) days after the Closing Date (the "Effectiveness Deadline Deadline") or (ii) on any day after such Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement an amount in cash equal to the product of (i) the Initial Outstanding Principal Amount (as outstanding principal amount of such term is defined in the Convertible Debentures) paid by such Investor for its Investor's Convertible Debentures to which the Registration Statement relates multiplied by (ii) the product of (I) 0.0004166 .00067 multiplied by (II) the sum of (x) the number of days after the applicable Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days days, in each instance, after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statement. 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 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. 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 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 or (B) not declared effective by the SEC on or before 30 days after the respective Effectiveness Deadline or (ii) on any day after such Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock), 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 applicable Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures Notes relating to such Registration Statement an amount in cash equal to the product of (i) the Initial Outstanding sum of (A) the aggregate Principal Amount (as such term is defined in the Convertible DebenturesNotes) paid by convertible into Conversion Shares included in such Investor for its Convertible Debentures multiplied by Registration Statement of such Investor's Notes plus (iiB) the product of (I) 0.0004166 multiplied by (II) the sum of (x) the number of days after Exchange Shares, if any, included in such Registration Statement multiplied by (y) the Filing Deadline that Closing Sale Price (as defined in the Notes) on the applicable date of determination multiplied by (ii) the sum of (A) 0.015, if such Registration Statement is not filed with by the SECapplicable Filing Deadline, plus (yB) the number of days after the Effectiveness Deadline that the 0.030, if such Registration Statement is not declared effective by 30 days after the SECapplicable Effectiveness Deadline, plus (zC) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statement. 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 earlier product 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. 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 1.5% per month (prorated for partial months) until paid in full.)

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby (as determined on the date of this Agreement) and required to be filed by the Company pursuant to Section 2(a) or (b) of 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 earlier of (x) the Effectiveness Deadline or (y) three (3) Business Days of receipt by the Company of a written or oral communication from the SEC that the Registration Statement will not be reviewed or that the SEC has no further comments (an "Effectiveness Failure") or (C) the Company does not file a request for acceleration of effectiveness of such Registration Statement to a time and date not later than 48 hours after the submission of such request within two (2) Business Days after the Company learns that no review of a particular Registration Statement will be made by the staff of the SEC or that the staff has no further comments on a particular Registration Statement and the National Association of Securities Dealers, Inc. (the “NASD”) shall have cleared such Registration Statement pursuant to the Rule 2710 of the NASD, (ii) on any day after such Registration Statement has been declared effective by the SEC Effective Date and before the Termination Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable a Grace Period (as defined in Section 3(p3(l)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock), ) (a "Maintenance 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the product Purchase Amount of such Investor's unregistered Registrable Securities (“Purchase Amount”), the Registrable Securities attributable to which are required to be included in such Registration Statement on each of the following dates: (i) the Initial Outstanding Principal Amount (as day of a Filing Failure and on every thirtieth day after a Filing Failure until such term Filing Failure is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures multiplied by cured; (ii) the product day of an Effectiveness Failure and on every thirtieth day after an Effectiveness Failure until such Effectiveness Failure is cured; and (I) 0.0004166 multiplied by (IIiii) the sum initial day of a Maintenance Failure and on every thirtieth day (xor partial period) after a Maintenance Failure until such Maintenance Failure is cured; provided, however, the number aggregate amount of days after Registration Delay Payments shall not exceed twelve percent (12%) of such Purchase Amount; provided, further, that amounts payable as Registration Delay Payments shall cease when the Filing Deadline that Investor no longer holds any Common Stock and Warrants or in the Registration Statement is not filed with event the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective Investor’s Common Stock or Warrant Shares can be immediately sold by the SEC, plus (zInvestor in reliance on Rule 144(k) without any volume restrictions and the number of days after Company has removed legends restricting resale from the Registration Statement has been declared effective by Warrant Shares and the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration StatementCommon Stock. The payments to which a holder shall be entitled pursuant to this Section 2(f2(c) 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. 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 1.5% per month (prorated for partial months) until paid in full."

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. (a) If (i) a the Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) has not filed with the SEC on or before the Filing Deadline or (B) not been declared effective by the SEC Required Effective Date, then the Company will make one or more payments to each Investor under this subsection (a) (each, a "Continuing Late Effective Payment"). The Continuing Late Effective Payment for each Investor for each calendar month after the Required Effective Date that the Registration Statement has not been declared effective will be an amount equal to 1.00% of the purchase price paid for the Common Shares purchased by such Investor that are held by such Investor on the respective last calendar day of the period to which the Continuing Late Effective Payment in question relates. The Continuing Late Effective Payment will be prorated on a daily basis for periods less than a calendar month. Subject to subsection (c), the Company will make the Continuing Late Effective Payment to each Investor by check (or before by wire transfer if the Effectiveness Deadline payment exceeds $10,000 in amount and the Company has wire transfer instructions from the Investor) within ten (10) Business Days following the end of each calendar month as to which payment hereunder is due. (b) Except in connection with any conversion of the Registration Statement from Form S-1 (or another form) to Form S-3 pursuant to Section 2.3 and except in connection with any delays that are attributable to changes to the Plan of Distribution pursuant to Section 3.12 and any delays that are attributable to amendments to the Registration Statement to include an Investor's Registrable Securities pursuant to Section 4.1 (ii) each, an "Investor Delay"), if at any time during the Registration Period, on any day after such Registration Statement has been declared effective by the SEC SEC, sales of all the Registrable Securities required to be included on in such Registration Statement cannot be made for a period of more than thirty (30) Business Days in the aggregate during any 12-month period (other than during an Allowable a Grace Period (as defined in Section 3(p)or any Investor Delay) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common StockShares), thenthen the Company will make a payment to each Investor (each, as partial relief an "Excess Suspension Payment"). The Excess Suspension Payment for each Investor for each thirty (30) Business Day period during which sales cannot be made in excess of such thirty (30) Business Day period will be an amount equal to 1.00% of the purchase price paid for the damages Common Shares purchased by such Investor that are held by such Investor on the respective last Business Day of the thirty (30) Business Day period in question. The Excess Suspension Payment will be prorated on a daily basis for periods less than thirty (30) Business Days. Subject to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock subsection (which remedy shall not be exclusive of any other remedies available at law or in equityc), the Company shall pay will make the Excess Suspension Payment to each holder Investor by check (or by wire transfer if the payment exceeds $10,000 in amount and the Company has wire transfer instructions from the Investor) within ten (10) Business Days following the end of Convertible Debentures each thirty (30) Business Day period as to which payment hereunder is due. (c) Upon the reasonable request of the Company in writing, an Investor shall promptly deliver to the Company in writing information regarding the Investor's Common Shares (together with reasonable supporting documentation) to enable the Company to calculate the amount of any payment due under this Section 2.4. Until the Investor has responded to such a reasonable request, the Company may withhold any payment due under this Section 2.4 until the fourth Business Day after the Investor delivers such information. (d) The Investors may make a claim for additional damages as a remedy for the Company's failure to comply with the timelines relating to such Registration Statement an amount in cash equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures multiplied by (ii) the product of (I) 0.0004166 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is set forth in this Agreement, but acknowledgement of such right in this Agreement shall not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective constitute an admission by the SECCompany that any such damages exist or may exist. Notwithstanding the foregoing, plus (z) if the number Company has used its reasonable best efforts to avoid circumstances as a result of days after which the Registration Statement has not been declared effective by the SEC that such Required Effective Date or sales cannot be made under the Registration Statement is not available during the Registration Period (other than during an Allowable a Grace Period) for Period or any Investor Delay), then the sale of all the Registrable Securities required to be included on such Registration Statement. The payments to which a holder damages described above shall be entitled pursuant to this Section 2(f) are referred to herein as "Registration Delay Payments." Registration Delay Payments the Investors' sole and exclusive remedy for damages arising out of such circumstances. Nothing contained in the preceding sentence shall be paid on read to limit the earlier of (I) the last day ability 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 Investors 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 seek specific performance of 1.5% per month (prorated for partial months) until paid in fullthis Agreement.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Resale Registration Shelf when declared effective fails to register the Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable filing deadline provided herein (a “Filing Deadline 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 such Registration Statement has been declared effective by the SEC applicable Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by a 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)Shares or a failure to maintain the listing of the Common Shares, but excluding a deferral or suspension permitted by Section 2.1(e) hereof) (a “Maintenance 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 Share (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the product aggregate purchase price of such Investor’s Registrable Securities then included or required to be included in such Registration Statement on each of the following dates: (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures multiplied by day of a Registration Failure, (ii) the product day of a Filing Failure; (I) 0.0004166 multiplied by (IIiii) the sum day of an Effectiveness Failure; (xiv) the number initial day of days a Maintenance Failure; (v) on the thirtieth day after the Filing Deadline that date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured, (vi) on the Registration Statement is not filed with the SEC, plus (y) the number of days thirtieth day after the Effectiveness Deadline that 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 Registration Statement is not declared effective by the SEC, plus (z) the number of days thirtieth day after the Registration Statement has been declared effective by 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 SEC thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Maintenance Failure and/or Filing Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple failure, 1.0% shall be due, however 1.0% shall not be due “per failure” if the failures are simultaneous and for so long as such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statementfailures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(f2(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 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 1.5% one percent (1.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed seven percent (7.0%) of the aggregate purchase price of the Registrable Securities, (ii) cease to accrue when all of the Registrable Securities may be sold by non-affiliates of the Company pursuant to Rule 144 under the Securities Act without any restrictions or limitations and (iii) cease to accrue upon ceasing to be Registrable Securities pursuant to Sections 2.8.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering the resale of all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Deadline (a “Filing Failure”) (it being understood that if the Company files a Registration Statement without affording the Investor the opportunity to review and comment on the same as required by Section 3(c) hereof, the Company shall not be deemed to have satisfied this clause (i)(A) and such event shall be deemed to be a Filing Failure) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline (an “Effectiveness Failure”) (it being understood that if the Business Day immediately following the Effective Date the Company shall not have filed a “final” prospectus for the Registration Statement with the SEC under Rule 424(b) in accordance with Section 2(a) above (whether or not such a prospectus is technically required by such rule), the Company shall not be deemed to have satisfied this clause (i)(B) and such event shall be deemed to be an Effectiveness Failure) or (ii) on any day after such Registration Statement has been declared effective by the SEC Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement Statement, a suspension or delisting of (or a failure to timely list) the Common Shares on its principal trading market or exchange, or to register a sufficient shares number of Common StockShares) (a “Maintenance Failure”) (provided that if an Investor transfers its rights hereunder pursuant to Section 9 and the transferee requests inclusion in such Registration Statement which requires the Company under applicable law to file a post-effective amendment to such Registration Statement, then a Maintenance Failure shall not be deemed to have occurred solely with respect to the filing of such post-effective amendment only if the Company is using its best efforts to file such amendment and have such amendment declared effective as soon as practicable), 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 Shares (which remedy shall not be exclusive of any other remedies available at law or in equity), ) the Company shall pay to each holder of Convertible Debentures Registrable Securities relating to such Registration Statement an amount in cash equal to two percent (2%) of the product initial aggregate principal amount of (i) the Initial Outstanding Principal Amount Notes (as such term is defined in the Convertible DebenturesTransaction Agreement) paid by such Investor issued on the Closing Date with respect to each thirty (30) day period occurring after any (X) Filing Failure; (Y) Effectiveness Failure; or (Z) Maintenance Failure (in each case, pro rated for its Convertible Debentures multiplied by periods totaling less than thirty (ii30) the product of (I) 0.0004166 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statementdays). 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 earlier of (Ia) the last thirtieth (30th) day of after the calendar month during which such event or failure giving rise to the Registration Delay Payments are incurred has occurred and (IIb) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely mannermanner in accordance with the foregoing, 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 contained in this Section 2(f) to the contrary, in no event shall the Registration Delay Payments exceed $3,000,000 in the aggregate.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 respective Filing Deadline or (Bii) not declared effective by the SEC on or before the respective Effectiveness Deadline or (iib) on any day after such Registration Statement has been declared effective by the SEC Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period each of clauses (as defined in Section 3(p)a) pursuant to such Registration Statement and (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stockb), a “Registration 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures Registrable Securities relating to such Registration Statement an amount in cash per month equal to (A) two percent (2%) of the product face amount of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures securities being requested to be registered multiplied by (ii) the product of (I) 0.0004166 multiplied by (II) the sum of (xB) the number of days Registrable Securities being requested to be registered or, if registered, remaining to be sold; provided, that after the Filing Deadline that first ninety (90) days of a Registration Failure, the Registration Statement is not filed with amount of such damages shall increase by an additional amount per month (and compound monthly) equal to (A) two percent (2%) of the SEC, plus face amount of the securities being requested to be registered multiplied by (yB) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required being requested to be included on such Registration Statementregistered or, if registered, remaining to be sold. The payments to which a holder shall be entitled pursuant to this Section 2(f) 3.5 are referred to herein as "“Registration Delay Payments." ”. In the event that the Registration Failure is due solely to the SEC applying Rule 415 under the Securities Act (or any successor rule) to prevent any part of the Registrable Securities from being included in a Registration Statement, the Registration Delay Payments shall be waived solely as to the portion of such Registrable Securities that are not permitted to be registered by the SEC pursuant to Rule 415, and such waiver shall last only for the period during which the SEC prevents registration solely pursuant to Rule 415. Registration Delay Payments shall be paid on the earlier of (Ii) the last day of the calendar month during which such Registration Delay Payments are incurred and or (IIii) 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 1.5% one percent (1.0%) per month (prorated for partial months) until paid in full. The Registration Delay Payments with respect to any one Registration Failure shall in no event exceed an amount equal twenty percent (20%) of the face amount of the securities being requested to be registered multiplied by the number of Registrable Securities being requested to be registered or, if registered, remaining to be sold.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 SEC Effective Date sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)3(r) below) or as a result of the circumstances described in Section 3(m) below) pursuant to such Registration Statement (including, without limitation, because of a failure failure: (A) to keep such Registration Statement effective, (B) to disclose such information as is necessary for sales to be made pursuant to such Registration Statement Statement, or (C) to register sufficient shares of Common StockStock or to have the Common Stock listed or quoted, or not suspended, on the Principal Market or an Alternative Market (as each such term is defined in the Securities Purchase Agreement)) (a “Maintenance Failure”), or (iii) the exercise rights of the holders pursuant to the Additional Investment Rights are suspended or not honored for any reason (the foregoing, an “AIR Exercisability Failure”), then, as partial relief for the damages to any holder 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), the Company shall pay to each holder of Convertible Debentures Registrable Securities relating to such Registration Statement: (1) on each of the day of a Filing Failure, an Effectiveness Failure, a Maintenance Failure or an AIR Exercisability Failure, as the case may be, an amount in cash equal to the product of: (i) 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 multiplied by (ii) 0.015, and (2) on the earlier of the last day of each 30 day period after a Filing Failure, an Effectiveness Failure, a Maintenance Failure or a AIR Exercisability Failure, as the case may be, or on the third Business Day after any such Filing Failure, Effectiveness Failure, Maintenance Failure or AIR Exercisability Failure is cured, an amount in cash equal to the product of (i) the Initial Outstanding Principal Amount (as aggregate Purchase Price of such term is defined Investor’s Registrable Securities included in the Convertible Debentures) paid by such Investor for its Convertible Debentures Registration Statement multiplied by (ii) the product of 0.015 (I) 0.0004166 multiplied by (II) the sum of (x) the number of days after the Filing Deadline prorated for partial months); provided however, that the Registration Statement is payments, described in clause (1) above shall not filed accrue or be payable with the SEC, plus (y) the number of days after the respect to an Effectiveness Deadline Failure that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective arises from a written determination by the SEC that such one or more of the Buyers are acting as underwriters and the Company’s ineligibility to use a Form S-3 Registration Statement is not available (other than during an Allowable Grace Period) for the re-sale of all the Registrable Securities required Securities. If the Company fails to be included on such Registration Statement. The make any 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 last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 within 15 days of the Filing Deadline or Deadline, (Bii) such a Registration Statement is not declared effective by the SEC on or before the Effectiveness Deadline or (iiiii) on any day after such the Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or to register sufficient shares of Common Stock), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures Preferred Shares relating to such Registration Statement an amount in cash per such Preferred Share held equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures $10,000 multiplied by (ii) the product of (I) 0.0004166 .0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SECfiled, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in excess of twenty (20) days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement. 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 earlier earliest of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and incurred, (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon demand by the Buyers. 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 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a the Registration Statement covering all 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 prior to the Filing Deadline or Deadline, (Bii) such a Registration Statement is not declared effective by the SEC on or before the Effectiveness Deadline or (iiiii) on any day after such the Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or to register sufficient shares of Common Stock), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures Preferred Shares relating to such the Registration Statement an amount in cash per such Preferred Share held equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures $2.20 multiplied by (ii) 1.5% per month (prorated for partial months), until the product of applicable circumstance set forth in clauses (Ii), (ii), or (iii) 0.0004166 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement above has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statementremedied. 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 earlier earliest of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and incurred, (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon demand by the Buyers. 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 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 or (B) not declared effective by the SEC on or before the Effectiveness Deadline or (ii) on any day after such Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(l)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock), then, as partial full and entire relief for the any damages to any holder 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)Registrable Securities, the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement Registrable Securities an amount in cash equal to the product of (i) the Initial Outstanding Principal Amount Purchase Price paid by such Buyer (as such term is defined in the Convertible DebenturesPurchase Agreements) paid by such Investor for its Convertible Debentures multiplied by (ii) the product of (I) 0.0004166 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statement0.005. The payments payment to which a holder shall be entitled pursuant to this Section 2(f2(d) are is referred to herein as a "Registration Delay PaymentsPayment." A Registration Delay Payments Payment shall be paid on the earlier of (I) the last day of the calendar month quarter 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 Payment is curedincurred. In the event the Company fails to make a Registration Delay Payments Payment in a timely manner, such Registration Delay Payments Payment shall bear interest at the rate of 1.510% per month (prorated for partial months) annum until paid in full. A Registration Delay Payment due and owing by the Company to an Investor shall be Investor's sole remedy for a breach by the Company of its obligations under Section 2 of this Agreement.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not (A) not filed with the SEC on or before the Filing Deadline or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline or (ii) on any day after such the Registration Statement has been declared effective by the SEC SEC, sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or Statement, to register sufficient shares of Common Stock), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement Warrants or Warrant Shares an amount in cash per Warrant or Warrant Shares held equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in closing bid price of the Convertible Debentures) paid by such Investor for its Convertible Debentures Common Stock on the date of the Effectiveness Deadline multiplied by (ii) the product of (I) 0.0004166 .00067 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the such Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement. The payments to which a holder shall be entitled pursuant to this Section 2(f2(e) are referred to herein as "Registration Delay Payments." Registration Delay Payments shall be paid on the earlier of (I) third business day after 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 curedincurred. 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 1.52.0% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If i. Subject to Section 2(f) below, if (i) a the Initial Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not (A) not filed with the SEC on or before the Initial Filing Deadline or (B) not declared effective by the SEC on or before the Initial Effectiveness Deadline or (ii) on any day after such the Initial Registration Statement has been declared effective by the SEC SEC, sales of all the Registrable Securities required to be included on such the Initial Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)3(q) hereof) pursuant to such the Initial Registration Statement (including, without limitation, including because of a failure to keep such the Initial Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Initial Registration Statement or to register sufficient shares of Common StockRegistrable Securities), then, in each case, 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)such Registrable Securities, the Company shall pay to each such holder of Convertible Debentures relating to such Registration Statement an amount in cash equal to the product of (iI) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid number of Registrable Securities then held by such Investor for its Convertible Debentures multiplied by (ii) the product of (I) 0.0004166 holder, multiplied by (II) the sum arithmetic average of the Weighted Average Price of the Common Stock on each of the five (5) consecutive Trading Days immediately preceding the Initial Closing Date, and multiplied by (III) the product of (x) 0.000000 multiplied by (y) the sum (without duplication) of (1) the number of days after the Initial Filing Deadline that the Initial Registration Statement is not filed with the SEC, plus (y2) the number of days after the Initial Effectiveness Deadline that the Initial Registration Statement is not declared effective by the SEC, plus (z3) the number of days after the Initial Registration Statement has been declared effective by the SEC that such the Initial Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such the Initial Registration Statement. ii. The payments liquidated damages to which a holder shall be entitled pursuant to this Section 2(f2(e)(i) hereof are referred to herein as "“Registration Delay Payments." ” Registration Delay Payments shall be paid on the earlier of (I) the last day second Business Day of the calendar month following the month during which such the Registration Delay Payments are incurred and (II) the third second Business Day after the event or failure giving rise to the Registration Delay Payments is cured. iii. 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 1.5the lesser of 2.0% per month (prorated for partial months) and the highest lawful interest rate, in each case until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 or (B) not declared effective by the SEC on or before the Effectiveness Deadline or (ii) on any day after such Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement an amount in cash equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible DebenturesDebenture) paid by such Investor for its Convertible Debentures multiplied by (ii) the product of (Ii) 0.0004166 0.0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days days, in each instance, after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statement. 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 earlier of (I) the last day of the calendar month thirty (30) day period during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full; provided, however, any such Registration Delay Payments due and owing to Crescent that are not paid in a timely manner shall not bear any interest but instead shall accrue a late fee at the rate of 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common StockStock)(a “Maintenance 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement Statement: on the earlier of (A) the 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 (B) on the third Trading Day after any such Filing Failure, Effectiveness Failure or Maintenance Failure is cured, an amount in cash equal to the product of (i) the Initial Outstanding aggregate Principal Amount (as such term is defined in the Convertible Debentures) paid by of such Investor for its Convertible Investor’s Debentures convertible into Conversion Shares included in such Registration Statement multiplied by (ii) the product of (I) 0.0004166 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC0.02, plus (z) the number of days after the Registration Statement has been declared effective by the SEC provided, however, that such Registration Statement is not available payment shall apply on a pro-rata basis for any portion of a 30 day period prior to the cure of a Filing Failure, Effectiveness Failure or Maintenance Failure as applicable; and, provided further, that any payment made pursuant to clause (other than during an Allowable Grace PeriodB) for of this sentence shall relieve the sale Company of all its obligation to make any payment pursuant to clause (A) of this sentence with respect to the Registrable Securities required to be included on first thirty day period following such Registration StatementFiling Failure, Effectiveness Failure or Maintenance Failure. 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Trading Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make any Registration Delay Payments pursuant to this Section 2(f) in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% per month month, or such lower maximum amount as is permitted by law, (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering the resale of all of the Registrable Securities required to be covered thereby (disregarding any application of Section 2(f)) 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 for such Registration Statement (a “Filing Failure”) (it being understood that if the Company files a Registration Statement without affording each Investor the opportunity to review and comment on the same as required by Section 3(c) hereof, the Company shall be deemed to not have satisfied this clause (i)(A) and such event shall be deemed to be a Filing Failure) or (B) not declared effective by the SEC on or before the Effectiveness Deadline for such Registration Statement (an “Effectiveness Failure”) (it being understood that if on the Business Day immediately following the Effective Date of such Registration Statement the Company shall not have filed a “final” prospectus for such Registration Statement with the SEC under Rule 424(b) in accordance with Section 2(a) above (whether or not such a prospectus is technically required by such rule), the Company shall be deemed to not have satisfied this clause (i)(B) and such event shall be deemed to be an Effectiveness Failure), (ii) on any day after the Effective Date of such Registration Statement has been declared effective by the SEC sales of all of the Registrable Securities required to be included on such Registration Statement (disregarding any application of Section 2(f)) cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement Statement, a suspension or delisting of (or a failure to timely list) the shares of Common Stock on its principal trading market or exchange, or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”) or (iii) after the expiration of the Registration Period (as defined below) the Company fails to file with the SEC any required reports under Section 13 or 15(d) of the 1934 Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable) (a “Current Public Information Default”) as a result of which any of the Buyers are unable to sell all Registrable Securities without restriction under Rule 144 (including, without limitation, volume restrictions), then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures Registrable Securities relating to such Registration Statement an amount in cash equal to two (2%) percent of the product Purchase Price (as defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities (1) on the date of such Filing Failure, Effectiveness Failure, Maintenance Failure or Current Public Information Default, as applicable, and (2) on every thirty (30) day anniversary of (I) a Filing Failure until such Filing Failure is cured; (II) an Effectiveness Failure until such Effectiveness Failure is cured; (III) a Maintenance Failure until such Maintenance Failure is cured; and (IV) a Current Public Information Default until the earlier of (i) the Initial Outstanding Principal Amount (as date such term Current Public Information Default is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures multiplied by cured and (ii) the product of (I) 0.0004166 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC such time that such Registration Statement public information is not available no longer required pursuant to Rule 144 (other in each case, pro rated for periods totaling less than during an Allowable Grace Periodthirty (30) for the sale of all the Registrable Securities required to be included on such Registration Statementdays). The payments to which a holder an Investor shall be entitled pursuant to this Section 2(f2(e) are referred to herein as "“Registration Delay Payments." ” Following the initial Registration Delay Payments Payment for any particular event or failure (which shall be paid on the earlier date of (I) such event or failure, as set forth above), without limiting the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the foregoing, if an event or failure giving rise to the Registration Delay Payments is curedcured prior to any thirty (30) day anniversary of such event or failure, then such Registration Delay Payment shall be made on the third (3rd) Business Day after such cure. In the event the Company fails to make Registration Delay Payments in a timely mannermanner in accordance with the foregoing, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5% %) per month (prorated for partial months) until paid in full. Notwithstanding the foregoing, no Registration Delay Payments shall be owed to an Investor (other than with respect to a Maintenance Failure resulting from a suspension or delisting of the shares of Common Stock on the Company’s principal trading market or exchange) with respect to any period during which all of such Investor’s Registrable Securities may be sold by such Investor without restriction under Rule 144 (including, without limitation, volume restrictions).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities REGISTRATION RIGHTS AGREEMENT required to be covered thereby (as determined on the date of this Agreement) and required to be filed by the Company pursuant to Section 2(a) or (b) of 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 earlier of (x) the Effectiveness Deadline or (y) three (3) Business Days of receipt by the Company of a written or oral communication from the SEC that the Registration Statement will not be reviewed or that the SEC has no further comments (an "Effectiveness Failure") or (C) the Company does not file a request for acceleration of effectiveness of such Registration Statement to a time and date not later than 48 hours after the submission of such request within two (2) Business Days after the Company learns that no review of a particular Registration Statement will be made by the staff of the SEC or that the staff has no further comments on a particular Registration Statement and the Financial Industry Regulatory Authority (“FINRA ”) shall have cleared such Registration Statement pursuant to the Rule 5110 of the FINRA, (ii) on any day after such Registration Statement has been declared effective by the SEC Effective Date and before the Termination Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable a Grace Period (as defined in Section 3(p3(l)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock), ) (a "Maintenance 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the product Purchase Amount of such Investor's unregistered Registrable Securities (“Purchase Amount”), the Registrable Securities attributable to which are required to be included in such Registration Statement on each of the following dates: (i) the Initial Outstanding Principal Amount (as day of a Filing Failure and on every thirtieth day after a Filing Failure until such term Filing Failure is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures multiplied by cured; (ii) the product day of an Effectiveness Failure and on every thirtieth day after an Effectiveness Failure until such Effectiveness Failure is cured; and (I) 0.0004166 multiplied by (IIiii) the sum initial day of a Maintenance Failure and on every thirtieth day (xor partial period) after a Maintenance Failure until such Maintenance Failure is cured; provided, however, the number aggregate amount of days after Registration Delay Payments shall not exceed six percent (6%) of such Purchase Amount; provided, further, that amounts payable as Registration Delay Payments shall cease when the Filing Deadline that Investor no longer holds any Common Stock and Warrants or in the Registration Statement is not filed with event the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective Investor’s Common Stock or Warrant Shares can be immediately sold by the SEC, plus Investor in reliance on Rule 144(k) (zor any successor thereto) without any volume restrictions and the number of days after Company has removed legends restricting resale from the Registration Statement has been declared effective by Warrant Shares and the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration StatementCommon Stock. The payments to which a holder shall be entitled pursuant to this Section 2(f2(c) 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. 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 1.5% per month (prorated for partial months) until paid in full."

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to any elections made pursuant to Section 4(b), if (i) a Registration Statement covering all 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 Filing Deadline or (B) is not declared effective by the SEC Commission on or before the Effectiveness Deadline or Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby, as described in Section 2(e) of this Agreement, is not filed with the Commission on or before the deadline described in Section 2(e) of this Agreement or is not declared effective by the Commission on or before the deadline described in Section 2(e) of this Agreement, (iii) on any day after such Registration Statement has been declared effective by the SEC Commission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made as a matter of law (other than during an Allowable Grace Period (as defined in Section 3(p)3(n) of this Agreement) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common StockStock but excluding failures caused solely by a breach of the applicable Investor’s obligations hereunder), or (iv) a Grace Period (as defined in Section 3(n) of this Agreement) exceeds the length of an Allowable Grace Period (each of the items described in clauses (i), (ii), (iii) and (iv) above shall be referred to as a “Registration Delay”), 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 Shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), ) the Company shall pay on the occurrence of each Registration Delay and every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Registration Delay is cured, (1) to each holder of Convertible Debentures relating to such Registration Statement the Notes or Conversion Shares an amount in cash equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in initial principal amount paid for the Convertible Debentures) paid Note held by such Investor for its Convertible Debentures holder or the related Conversion Shares multiplied by (ii) two percent (2%), (2) to each holder of the Warrants or Warrant Shares an amount in cash equal to the product of (Ii) 0.0004166 the Exercise Price for such Warrant or the related Warrant Shares multiplied by (IIii) two percent (2%) and (3) to each holder of the Additional Investment Right Warrants an amount in cash equal to the product of (i) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) initial principal amount payable for the sale of all the Registrable Securities required to be included on such Registration Statementapplicable Additional Notes multiplied by (ii) two percent (2%). The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as "“Registration Delay Payments." ” The Registration Delay Payments shall be paid in cash on the earlier of (IA) the last day of the calendar month during which such Registration Delay Payments are incurred and (IIB) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% one and two-tenths percent (1.2%) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 date that is thirty (30) Business Days after the Closing Date or any Additional Closing Date, as applicable (each such date, respectively, a "Filing Deadline Deadline"), or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline or (ii) on any day after such Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement an amount in cash equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures multiplied by (ii) the product of (I) 0.0004166 .0005 multiplied by (II) the sum of (x) the number of days after the applicable Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days days, in each instance, after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statement. 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 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. 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 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 thirtieth (30th) day after the Filing Deadline (a “Filing Failure”) or (B) filed with the SEC but not declared effective by the SEC on or before the thirtieth (30th) day after the Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after such Registration Statement has been declared effective by the SEC Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(q)) pursuant to such Registration Statement (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 Statement, a suspension or delisting of the Common Stock on its principal trading market or exchange, or a failure to register a sufficient number of shares of Common Stock) (a “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), the Company shall pay become liable for payment to each holder of Convertible Debentures Registrable Securities relating to such Registration Statement of an amount in cash equal to two percent (2%) of the product aggregate value of such holder’s Registrable Securities (i) such value being determined by multiplying the Initial Outstanding Principal Amount (as number of such term is defined in securities by the Convertible Debentures) paid by such Investor for its Convertible Debentures multiplied by (ii) the product greater of (I) 0.0004166 multiplied by the then-current market price of such securities and (II) $0.88) on each of the sum of following dates: (x) the number of 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 Filing Deadline that date two (2) years after the Registration Statement is not filed with the SEC, plus Closing Date; (y) the number day of days 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 Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus Closing Date; and (z) the number initial day of days 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 Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration StatementClosing Date. The payments to which a holder shall be entitled pursuant to this Section 2(f2(d) 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. 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.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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”); provided, however, that for thirty (30) days following the Effective 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 such Registration Statement has been declared effective by the SEC Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to such Registration Statement (including, without limitation, except as may be directly attributable to a breach, fault or omission on the part of a Buyer, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient shares number of Shares of Common Stock), ) (a “Maintenance 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 Shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to immediately reduce the then exercise price of each holder of Convertible Debentures relating to such Registration Statement the Warrants by $0.11 and be reduced by an amount in cash equal to the product of additional $0.05 for each subsequent thirty (i30) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures multiplied by (ii) the product of (I) 0.0004166 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after day period thereafter during which the Effectiveness Deadline that Failure or the Registration Statement is not declared effective by the SECMaintenance Failure remains uncured (each reduction as adjusted for stock splits, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (stock dividends, stock combinations or other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statementsimilar transactions). The payments to which a holder shall be entitled Any reductions pursuant to this Section 2(f) are referred to herein as "Registration Delay Paymentshereof shall survive the curing of any Filing Failure, Effectiveness Failure or Maintenance Failure." 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. 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 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an "EFFECTIVENESS FAILURE") or (ii) on any day after such Registration Statement has been declared effective by the SEC Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made for more than five (5) days (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, 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") 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 Shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the product of (i) the Initial Outstanding Principal Amount aggregate Purchase Price (as such term is defined in the Convertible DebenturesSecurities Purchase Agreement) paid by of such Investor Investor's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for its Convertible Debentures multiplied by periods totaling less than thirty days) until such Effectiveness Failure is cured; and (ii) the product of (I) 0.0004166 multiplied by (II) the sum of (x) the number of days on every thirtieth day after the Filing Deadline that the Registration Statement initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statementcured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as "Registration Delay PaymentsREGISTRATION 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. 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 1.5% one percent (1.0%) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a the initial Registration Statement under subsection 2.1.1 or the amended Registration Statement under subsection 2.1.2 when declared effective fails to register all the Registrable Securities then outstanding and held by the Holders (a “Registration Failure”), (ii) a Form S-3 Shelf or Form S-1 Shelf covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to subsection 2.1.1 or subsection 2.1.2 of this Agreement is (A) not filed with the SEC on or before the Initial Filing Deadline or the Amended Filing Deadline, as the case may be (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline or the Amended Effectiveness Deadline, as the case may be, (iian “Effectiveness Failure”) or (iii) on any day after such Registration Statement has been declared the applicable effective by the SEC date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in a suspension of trading permitted under Section 3(p)3.3 hereof) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by a trading market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, a failure to register a sufficient shares number of Common Stock), Registrable Securities or a failure to maintain the listing of the common stock) (a “Maintenance 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 Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance), the Company shall pay to each holder Holder of Convertible Debentures Registrable Securities relating to such Registration Statement an amount in cash equal to 0.1% of the product original cash value of the Registrable Securities on the date of issuance of such Registrable Securities, as calculated pursuant to the terms of the Stock Purchase Agreement, held by such Holder on each of the following dates: (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures multiplied by day of a Registration Failure, (ii) the product day of a Filing Failure; (I) 0.0004166 multiplied by (IIiii) the sum day of an Effectiveness Failure; (xiv) the number initial day of days a Maintenance Failure; (v) on the thirtieth day after the Filing Deadline that date of a Registration Failure and every thirtieth day thereafter (in each case pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the Registration Statement is not filed with the SEC, plus (y) the number of days thirtieth day after the Effectiveness Deadline that date of a Filing Failure and every thirtieth day thereafter (in each case pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the Registration Statement is not declared effective by the SEC, plus (z) the number of days thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (in each case pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (in each case pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured but in no case shall the payments to be made under this section to a Holder: (A) be due and payable to any Holder in relation to any Registrable Securities that are subject to any contractual lock-up period under the Lock-Up Agreement (as defined in the Stock Purchase Agreement) unless and until such Registration Statement has been declared effective by Failure, Filing Failure, Effectiveness Failure and/or Maintenance Failure is still in effect and ongoing in relation to such Registrable Securities on the SEC date that such Registration Statement is Registrable Securities are no longer subject to such lock-up provisions (and any additional payments for each thirty-day period (or pro rata portion thereof) following such failures pursuant to subsections (v), (vi), (vii) and (viii) above shall not available begin to run until the date that such Registrable Securities are no longer subject to such lock-up provisions) or (other than during an Allowable Grace PeriodB) for exceed in the sale aggregate a total of all 5% of the original cash value of the Registrable Securities on the date of issuance of such Registrable Securities, as calculated pursuant to the terms of the Stock Purchase Agreement, held by such Holder and initially required to be included on such Registration Statementregistered under the terms of this Agreement. The payments to which a holder shall be entitled pursuant to this Section 2(f) 2.4 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 dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5% %) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 or (B) not declared effective by the SEC on or before the Effectiveness Deadline or (ii) on any day after such the Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or to register sufficient shares of Common Stock), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement Notes and/or Warrants an amount in cash equal to the product of (iA) the Initial Outstanding Principal Amount sum of (I) the product of the Conversion Price (as such term is defined in the Convertible DebenturesNotes) paid multiplied by the principal amount (including accrued interest) of the Notes held by such Investor for its Convertible Debentures holder, plus (II) the product of the number of Warrant Shares (as defined in the Warrants) times the Warrant Price (as defined in the Warrants), multiplied by (iiB) the product of (I) 0.0004166 0.00033 multiplied by (II) the sum of (x) the number of days after the Filing Deadline but prior to and including the date which is 150 days after the Closing Date that the such Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline date which is 150 days after the Closing Date that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration StatementStatement pursuant to section 2(e). The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as "Registration Delay Payments." At the holders' option, all or a portion of any Registration Delay Payment may be added to the interest accrued under the Notes in lieu of a cash payment. Registration Delay Payments paid in cash 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 business day after the event or failure giving rise to the Registration Delay Delayed Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 not (A) not filed with the SEC Commission on or before the applicable Required Filing Deadline Date or (B) not declared effective by the SEC Commission on or before the Effectiveness Deadline applicable Required Effective Date or (ii) on any day after such the Registration Statement has been declared effective by the SEC Commission sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, or a failure to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or to register sufficient shares of Common StockStatement), then, as partial relief for the damages to any holder the Purchasers by reason of any such delay in or reduction of its their ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder the Purchasers an aggregate per diem amount of Convertible Debentures relating to such Registration Statement an amount in cash equal to the product of Two Thousand Dollars (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures multiplied by (ii) the product of (I) 0.0004166 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statement$2000). The payments to which a holder the Purchasers shall be entitled pursuant to this Section 2(f2(d) 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 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 1.5% per month month, or the maximum rate permitted by applicable law, if less, (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 such Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common StockStock)(a "Maintenance 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures Investor relating to such Registration Statement Statement: on the earlier of the 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 Initial Outstanding Principal Amount (as Purchase Price for the Registrable Securities included in such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures Registration Statement multiplied by (ii) the product of (I) 0.0004166 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC0.02, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SECprovided, plus (z) the number of days after the Registration Statement has been declared effective by the SEC however, that such Registration Statement is not available (other than during an Allowable Grace Period) payment shall apply on a pro-rata basis for the sale any portion of all the Registrable Securities required to be included on such Registration Statement. 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 earlier of (I) the last 30 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 period prior to the Registration Delay Payments is curedcure of a Filing Failure, Effectiveness Failure or Maintenance Failure as applicable. In the event the Company fails to make Registration Delay Payments any payments pursuant to this Section 2(g) in a timely manner, such Registration Delay Payments payments shall bear interest at the rate of 1.51.0% per month month, or such lower maximum amount as is permitted by law, (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not (A) not filed with the SEC on or before the applicable Filing Deadline or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline or (ii) on any day after such the Registration Statement has been declared effective by the SEC SEC, sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or Statement, to register sufficient shares of Common Stock), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement Preferred Shares an amount in cash per Preferred Share held equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures $1,000 multiplied by (ii) the sum of (A) .02, if the Registration Statement is not filed by the Filing Deadline, plus (B) .02, if the Registration Statement is not declared effective by the Effectiveness Deadline, plus, (C) the product of (I) 0.0004166 .00067 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the such Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement. The payments to which a holder shall be entitled pursuant to this Section 2(f2(e) are referred to herein as "Registration Delay PaymentsREGISTRATION 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 business day after the event or failure giving rise to the Registration Delay Delayed Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.52.0% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not (A) not filed with the SEC on or before the Filing Deadline or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline or (ii) on any day after such the Registration Statement has been declared effective by the SEC SEC, sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or Statement, to register sufficient shares of Common Stock), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement Preferred Shares an amount in cash per Preferred Share held equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures $1,000 multiplied by (ii) the product of (I) 0.0004166 .00067 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the such Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement. The payments to which a holder shall be entitled pursuant to this Section 2(f2(e) are referred to herein as "Registration Delay Payments." Registration Delay Payments shall be paid on the earlier of (I) third business day after 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 curedincurred. 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 1.52.0% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Registration Amount of Initial Registrable Securities, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a "Filing Failure") or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline Deadline, (an "Effectiveness Failure") or (iiiii) on any day after such Registration Statement has been declared effective by the SEC applicable Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(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") 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 (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance), (A) the Company shall pay to each holder of Convertible Debentures Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the product of (i) the Initial Outstanding Principal Amount aggregate Purchase Price (as such term is defined in the Convertible DebenturesSecurities Purchase Agreement) paid by of such Investor for its Convertible Debentures multiplied by Investor's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the product day of an Effectiveness Failure; (I) 0.0004166 multiplied by (IIiii) the sum initial day of a Maintenance Failure; (xiv) on the number of days thirtieth day after the date of a Filing Deadline that Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on the Registration Statement is not filed with the SEC, plus (y) the number of days thirtieth day after the date of an Effectiveness Deadline that 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 Registration Statement is not declared effective by the SEC, plus (z) the number of days thirtieth day after the Registration Statement has been declared effective by the SEC that date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Statement Maintenance Failure is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statementcured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(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 dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5% %) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 or (B) not declared effective by the SEC on or before the Effectiveness Deadline or (ii) on any day after such the Registration Statement has been declared effective by the SEC and prior to the termination of the Registration Period sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or to register sufficient shares of Common Stock), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures Common Shares relating to such Registration Statement an amount in cash per such Common Share held equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures $1.894 multiplied by (ii) the product of (I) 0.0004166 .0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (zy) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement. 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 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. 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 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common StockStock)(a “Maintenance 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures Notes relating to such Registration Statement Statement: on the earlier of the 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 tenth 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 Initial Outstanding aggregate Principal Amount (as such term is defined in the Convertible DebenturesNotes) paid by of such Investor for its Convertible Debentures Investor’s Notes convertible into Conversion Shares included in such Registration Statement (to the extent that such Conversion Shares have not been sold) multiplied by (ii) the product of (I) 0.0004166 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC0.015, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SECprovided, plus (z) the number of days after the Registration Statement has been declared effective by the SEC however, that such Registration Statement is not available (other than during an Allowable Grace Period) payment shall apply on a pro-rata basis for any portion of a 30 day period prior to the sale cure of all the Registrable Securities required to be included on such Registration Statementa 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 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 (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 any Registration Delay Payments pursuant to this Section 2(f) in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% per month month, or such lower maximum amount as is permitted by law, (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline or (ii) on any day after such Registration Statement has been declared effective by the SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient shares number of Common Stock), Ordinary Shares) 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 Ordinary Shares (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures Notes relating to such Registration Statement an amount in cash equal to the product of (i) the Initial Outstanding aggregate Principal Amount (as such term is defined in the Convertible DebenturesNotes) paid by convertible into Conversion Shares included in such Investor for its Convertible Debentures Registration Statement of such Investor's Notes multiplied by (ii) the sum of (A) 0.02, if such Registration Statement is not filed by the applicable Filing Deadline, plus (B) 0.02, if such Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus (C) the product of (I) 0.0004166 0.00067 multiplied by (II) the sum of (x) the number of days after the applicable Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days days, in each instance, after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all of the Registrable Securities required to be included on such Registration Statement. The payments to which a holder shall be entitled pursuant to this Section 2(f2(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. 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 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not (A) not filed with the SEC on or before the applicable Filing Deadline or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline or (ii) on any day after such the Registration Statement has been declared effective by the SEC (other than days during an Allowable Grace Period (as defined in Section 3(t)), sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement Statement, or to register sufficient shares of Common Stock), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement Preferred Shares an amount in cash per Preferred Share held equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures $10,000 multiplied by (ii) the sum of (A) .02, if the Registration Statement is not filed by the Filing Deadline, plus (B) .02, if the Registration Statement is not declared effective by the Effectiveness Deadline, plus, (C) the product of (I) 0.0004166 .0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the such Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement. The payments to which a holder shall be entitled pursuant to this Section 2(f2(e) are referred to herein as "Registration Delay PaymentsREGISTRATION 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 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 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 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 SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(o)) pursuant to such Registration Statement (a “Continuing Effectiveness Failure”) (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), then the Company shall pay pay, as liquidated damages and not as a penalty, to each holder of Convertible Debentures Notes relating to such Registration Statement an amount in cash equal to (1) the product of (i) the Initial Outstanding aggregate Principal Amount (as such term is defined in the Convertible DebenturesNotes) paid by of such Investor for its Convertible Debentures Investor’s Notes multiplied by (ii) the product of (I) 0.0004166 multiplied by (II) the sum of (xA) the number of days after the Filing Deadline that the if such Registration Statement is not filed with by the SECFiling Deadline, the Filing Deadline Damages plus (yB) the number of days after the Effectiveness Deadline that the if such Registration Statement is not declared effective by the SECEffectiveness Deadline, the Effectiveness Deadline Damages plus (zC) if there exists a Continuing Effectiveness Failure, the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration StatementContinuing Effectiveness Damages. The payments to which a holder shall be entitled pursuant to this Section 2(f2(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. 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 1.51.0% per month (prorated for partial months) until paid in full. Each Investor shall be entitled to seek any available remedy for the enforcement of this Agreement, including for the payment of any Registration Delay Payments. Nothing shall preclude an Investor from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to any elections made pursuant to Section 4(b), if (i) a Registration Statement covering all 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 Filing Deadline or (B) is not declared effective by the SEC Commission on or before the Effectiveness Deadline or Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby, as described in Section 2(e) of this Agreement, is not filed with the Commission on or before the deadline described in Section 2(e) of this Agreement or is not declared effective by the Commission on or before the deadline described in Section 2(e) of this Agreement, (iii) on any day after such Registration Statement has been declared effective by the SEC Commission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made as a matter of law (other than during an Allowable Grace Period (as defined in Section 3(p)3(n) of this Agreement) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common StockStock but excluding failures caused solely by a breach of the applicable Investor’s obligations hereunder), or (iv) a Grace Period (as defined in Section 3(n) of this Agreement) exceeds the length of an Allowable Grace Period (each of the items described in clauses (i), (ii), (iii) and (iv) above shall be referred to as a “Registration Delay”), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), ) the Company shall pay on the occurrence of each Registration Delay and every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Registration Delay is cured, (1) to each holder of Convertible Debentures relating to such Registration Statement the Preferred Shares an amount in cash equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in initial principal amount paid for the Convertible Debentures) paid Preferred Shares held by such Investor for its Convertible Debentures holder or the related Conversion Shares multiplied by (ii) two percent (2%) and (2) to each holder of the Warrants or Warrant Shares an amount in cash equal to the product of (Ii) 0.0004166 the Exercise Price for such Warrant or the related Warrant Shares multiplied by (IIii) the sum of two percent (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statement2%). The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as "“Registration Delay Payments." ” The Registration Delay Payments shall be paid in cash on the earlier of (IA) the last day of the calendar month during which such Registration Delay Payments are incurred and (IIB) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% one and two-tenths percent (1.2%) per month (prorated for partial months) until paid in full; provided that, so long as the Senior Credit Facility (as defined in the Securities Purchase Agreement) remains outstanding, each of the Buyers hereby acknowledges, covenants and agrees that such Buyer will not demand or accept, and the Company will not be obligated to make, any payment (each a “Delay Fee”) (whether in whole or in part) required to be made pursuant to this Section 2(f), Section 2(d)(v) of the Company’s Certificate of Designations (regarding the Company’s obligation to make payments in the event of its failure to timely convert the Preferred Shares) and Section 1(c) of the Warrants (regarding the Company’s obligation to make payments in the event of its failure to timely deliver securities upon exercise of the Warrants), which would, in the aggregate of all of the aforementioned payments made to all Buyers, exceed $250,000 in the aggregate in any calendar year (the “Delay Fee Cap”). Each Buyer agrees that, so long as the Senior Credit Facility (as defined in the Securities Purchase Agreement) is outstanding, (i) such Buyer does not have any rights to, and shall not accept or demand any, Delay Fees in excess of its pro rata share of the Delay Fee Cap and (ii) to the extent any amounts are received with respect to the Delay Fees by such Buyer from the Company in excess of such Buyer’s pro rata share of the Delay Fee Cap, such Buyer shall promptly forward an amount equal to such excess in immediately available funds to the Administrative Agent (as defined in the Senior Credit Facility) at such account as the Administrative Agent shall designate from time to time.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after such Registration Statement has been declared effective by the SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), then the Company shall pay pay, as liquidated damages and not as a penalty, to each holder of Convertible Debentures Notes relating to such Registration Statement an amount in cash equal to the product of (i) the Initial Outstanding aggregate Principal Amount (as such term is defined in the Convertible DebenturesNotes) paid by of such Investor for its Convertible Debentures Investor’s Notes convertible into Conversion Shares included in such Registration Statement multiplied by (ii) the sum of (A) 0.01, if such Registration Statement is not filed by the applicable Filing Deadline, plus (B) 0.01, if such Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus (C) the product of (I) 0.0004166 0.00033 multiplied by (II) the sum of (x) the number of days after the applicable Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SECSEC (a “Continuing Effectiveness Failure”), plus (z) the number of days days, in each instance, after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all of the Registrable Securities required to be included on such Registration Statement. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as "“Registration Delay Payments." ” Notwithstanding the foregoing, the maximum Continuing Effectiveness Failure payments that a holder shall be entitled to in connection with the failure of the Initial Registration Statement to be declared effective shall be five percent (5%) (the “Initial Continuing Effectiveness Failure Payments”). The payments to which a holder shall be entitled pursuant to an Effectiveness Failure in connection with the Initial Registration Statement and the Initial Continuing Effectiveness Failure Payments are referred to herein collectively as “Initial 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. 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 1.5% per month (prorated for partial months) until paid in full. Each Investor shall be entitled to seek any available remedy for the enforcement of this Agreement, including for the payment of any Registration Delay Payments. Notwithstanding the foregoing, the parties agree that the sole monetary damages payable under this Agreement for a violation of the terms of this Agreement with respect to which liquidated damages are expressly provided shall be such liquidated damages. Nothing shall preclude an Investor from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement when declared effective fails to register all of the Registrable Securities required or requested to be included therein, other than by reason of Section 2.1(b) or Section 2.6(a), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a "Filing Failure") or (B) filed with the SEC but not declared effective by the SEC on or before the applicable Effectiveness Deadline (an "Effectiveness Failure"), unless the failure to register solely relates to Registrable Securities which the SEC Staff declines to permit to be registered because of the number of outstanding shares or public float as contemplated by Section 2.6(a) or (iiiii) on any day after such Registration Statement has been declared effective by the SEC applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace a Blackout Period (as defined in Section 3(p2.8)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, 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 its principal trading market or exchange, or to register a sufficient number of shares of Common Stock), ) (a "Maintenance Failure") then, as partial relief for the damages to any holder 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), the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement Investor which holds Registrable Securities an amount in cash equal to two percent (2.0%) of the product of (i) the Initial Outstanding Principal Amount aggregate Purchase Price (as such term is defined in the Convertible DebenturesSecurities Purchase Agreement) paid by of such Investor for its Convertible Debentures multiplied by 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 product day of an Effectiveness Failure; (I) 0.0004166 multiplied by (IIiii) the sum initial day of a Maintenance Failure; (xiv) the number of days 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; (v) 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 (vi) on every thirtieth (30th) day (pro-rated for periods totaling less than thirty (30) days) after the Filing Deadline that initial day after a Maintenance Failure until such Maintenance Failure is cured. The Company shall also pay the Registration Statement is not filed with reasonable fees of Legal Counsel to enforce the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statementprovisions hereof. The payments to which a holder an Investor shall be entitled pursuant to this Section 2(f2.7(c) are referred to herein as "Registration Delay Payments." Notwithstanding the foregoing, Registration Delay Payments will not be payable to an Investor to the extent the Filing Failure, Effectiveness Failure or Maintenance Failure giving rise to the Company's requirement to make a Registration Delay Payment is solely as a result of incomplete or incorrect information submitted to the Company by such Investor. Provided, further, that if the Registrable Securities in an offering which is not an Underwritten Offering can all be sold under Rule 144 of the 1933 Act without regard to the volume or manner of sale provisions or if all Registrable Securities can be publicly sold under Section 4(a)(1) of the 1933 Act, the Registration Delay Payments shall not be paid on by 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 curedCompany. 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. 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 (30th) day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. For the avoidance of doubt, each of the Filing Failure, Effectiveness Failure and Maintenance Failure and failure to timely make Registration Delay Payments shall be deemed a "Default Event" as defined in the Securities Purchase Agreement for which the Buyer shall not be obligated to purchase Additional Shares (as defined in the Securities Purchase Agreement).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities other than as a result of a limitation on the maximum number of shares of Common Stock of the Company permitted to be registered by the staff of the SEC pursuant to Rule 415 (a "Registration Failure"), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a "Filing Failure") or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline Deadline, (an "Effectiveness Failure") or (iiiii) on any day after such Registration Statement has been declared effective by the SEC applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(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") 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 (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Convertible Debentures Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the product aggregate principal amount outstanding of the Notes as of the applicable date of determination, whether or not included in such Registration Statement, on each of the following dates: (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures multiplied by day of a Registration Failure, (ii) the product day of a Filing Failure; (I) 0.0004166 multiplied by (IIiii) the sum day of an Effectiveness Failure; (xiv) the number initial day of days a Maintenance Failure; (v) on the thirtieth day after the Filing Deadline that date of a Registration Failure and every thirtieth day thereafter (in each case pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the Registration Statement is not filed with the SEC, plus (y) the number of days thirtieth day after the Effectiveness Deadline that date of a Filing Failure and every thirtieth day thereafter (in each case pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the Registration Statement is not declared effective by the SEC, plus (z) the number of days thirtieth day after the Registration Statement has been declared effective by date of an Effectiveness Failure and every thirtieth day thereafter (in each case pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the SEC that thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (in each case pro rated for periods totaling less than thirty days) until such Registration Statement Maintenance Failure is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statementcured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(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 dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (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 exceed, in the aggregate, 3% of the aggregate principal amount of the Notes outstanding for any thirty (30) day period as determined on the last day of such thirty (30) day period. Notwithstanding anything herein to the contrary, the Company shall not be obligated to pay any Registration Delay Payments with respect to any Registration Failure, Filing Failure, Effectiveness Failure or Maintenance Failure to an Investor resulting solely from a failure of such Investor to perform its obligations under this Agreement, including, without limitation, the failure to provide, after timely written request by the Company, information necessary for inclusion in a Registration Statement to the Company pursuant to the terms of this Agreement. For the avoidance of doubt, in no event shall a Registration Failure, Filing Failure, Effectiveness Failure or Maintenance Failure be deemed to arise as a result of, but solely to the extent of, a limitation on the maximum number of shares of Common Stock of the Company permitted to be registered by the staff of the SEC pursuant to Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to any elections made pursuant to Section 4(b), if (i) a Registration Statement covering all 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 Filing Deadline or (B) is not declared effective by the SEC Commission on or before the Effectiveness Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby, as described in Section 2(e) of this Agreement, is not filed with the Commission on or before the applicable Additional Filing Deadline or is not declared effective by the Commission on or before the applicable Additional Effectiveness Deadline, (iiiii) on any day after any such Registration Statement has been declared effective by the SEC Commission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made as a matter of law (other than during an Allowable Grace Period (as defined in Section 3(p) of this Agreement)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock), then, or (iv) a Grace Period (as partial relief for defined in Section 3(p) of this Agreement) exceeds the damages to any holder by reason length of any such delay an Allowable Grace Period (each of the items described in or reduction of its ability to sell the underlying shares of Common Stock clauses (which remedy shall not be exclusive of any other remedies available at law or in equityi), (ii), (iii) and (iv) above shall be referred to as a “Registration Delay”), then the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement the Notes or Conversion Shares an amount in cash equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in initial principal amount paid for the Convertible Debentures) paid Notes initially acquired by such Investor for its Convertible Debentures holder multiplied by (ii) the product of (I) 0.0004166 the percentage determined by dividing (A) the Applicable Percentage by (B) 360, multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statement. 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 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. 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 1.5% per month (prorated for partial months) until paid in full.including any

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the applicable Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not (A) not filed with the SEC on or before the applicable Mandatory Filing Deadline Date or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline or (ii) on any day after such a Registration Statement has been declared effective by the SEC sales of all the applicable Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(t))) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock), 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 applicable Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity, but which shall be taken into account in determining such other remedies), the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement Notes an amount in cash equal to the product of (i) the Initial Outstanding Principal Amount (as aggregate principal amount of the Notes convertible into Conversion Shares included in such term is defined in the Convertible Debentures) paid Registration Statement held by such Investor for its Convertible Debentures holder multiplied by (ii) the sum of (A) 0.02, if such Registration Statement is not filed by the applicable Mandatory Filing Date, plus (B) 0.02, if such Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus, (C) the product of (I) 0.0004166 0.0005 multiplied by (II) the sum of (x) the number of days after the applicable Mandatory Filing Deadline Date (but not including any days after the applicable Effectiveness Deadline) that the such Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the such Registration Statement is not declared effective by the SEC, plus (z) the number of days after the such Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale resale of all the applicable Registrable Securities required to be included on such Registration StatementStatement pursuant to Section 2(e). 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to any elections made pursuant to Section 4(b), if (i) a Registration Statement covering all 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 Filing Deadline or (B) is not declared effective by the SEC Commission on or before the Effectiveness Deadline or Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby, as described in Section 2(f) of this Agreement, is not filed with the Commission on or before the deadline described in Section 2(f) of this Agreement or is not declared effective by the Commission on or before the deadline described in Section 2(f) of this Agreement, (iii) on any day after any such Registration Statement has been declared effective by the SEC Commission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made as a matter of law (other than during an Allowable Grace Period (as defined in Section 3(p)3(n) of this Agreement) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common StockStock but excluding failures caused solely by a breach of the applicable Investor’s obligations hereunder), or (iv) a Grace Period (as defined in Section 3(n) of this Agreement) exceeds the length of an Allowable Grace Period (each of the items described in clauses (i), (ii), (iii) and (iv) above shall be referred to as a “Registration Delay”), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), ) the Company shall pay on the occurrence of each Registration Delay and every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Registration Delay is cured, (1) to each holder of Convertible Debentures relating to such Registration Statement the Notes or Conversion Shares an amount in cash equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in initial principal amount at which the Convertible Debentures) paid Notes held by such Investor holder were issued or the initial conversion price paid for its Convertible Debentures the related Conversion Shares multiplied by (ii) two percent (2%) and (2) to each holder of the Warrants or Warrant Shares an amount in cash equal to the product of (Ii) 0.0004166 the Exercise Price for such Warrant or the related Warrant Shares multiplied by (IIii) the sum of two percent (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statement2%). The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as "“Registration Delay Payments." ” The Registration Delay Payments shall be paid in cash on the earlier of (IA) the last day of the calendar month during which such Registration Delay Payments are incurred and (IIB) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% one and two-tenths percent (1.2%) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If If: (i) a the Resale Registration Statement covering all 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 prior to the Filing Deadline or (B) not declared effective by the SEC on or before the Effectiveness Deadline or Date, (ii) on any day after such Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement an amount in cash equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures multiplied by (ii) the product of (I) 0.0004166 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SECSEC (or otherwise does not become effective) for any reason on or prior to the Effectiveness Deadline, plus (ziii) after its effective date (A) the number of days after the Resale Registration Statement has been declared ceases for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Resale Registration Statement), to remain continuously effective by as to all Registrable Shares included in the SEC Resale Registration Statement or (B) the Company suspends the use of the prospectus contained in the Resale Registration Statement, or (iv) the Company fails to satisfy the current public information requirement pursuant to Rule 144(c)(1) as a result of which the Purchasers are unable to sell Registrable Shares without restriction under Rule 144 (or any successor thereto) and fails to cure any such failure to satisfy the Rule 144(c)(1) requirement within 15 business days following the date upon which the Purchaser notifies the Company in writing that such Registration Statement Purchaser is unable to sell Registrable Shares as a result thereof, (any such failure or breach in clauses (i) through (iv) above being referred to as an “Event,” and the date on which such Event occurs, being referred to as an “Event Date”), then in addition to any other rights the Purchasers may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not available have been cured by such date) until the earlier of (other than during an Allowable Grace Period1) for the sale of all applicable Event is cured or (2) the Registrable Securities required Shares are eligible for resale pursuant to be included on Rule 144 without manner of sale or volume restrictions, the Company shall pay to each Purchaser an amount in cash, as partial liquidated damages and not as a penalty (“Liquidated Damages”), equal to one percent (1.0%) of the aggregate purchase price paid by such Registration StatementPurchaser pursuant to this Agreement for any Registrable Shares then held by such Purchaser. The payments If the Company fails to which a holder shall be entitled pay any Liquidated Damages pursuant to this Section 2(f4.3 in full within five (5) 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 business days after the event or failure giving rise to the Registration Delay Payments is cured. In the event date payable, the Company fails to make Registration Delay Payments in will pay interest thereon at a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% one percent (1.0%) per month (prorated for partial monthsor such lesser maximum amount that is permitted to be paid by applicable law) to the Purchaser, accruing daily from the date such Liquidated Damages are due until such amounts, plus all such interest thereon, are paid in full. The Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event, except in the case of the first Event Date.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline or (ii) on any day after such Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures Preferred Shares relating to such Registration Statement an amount in cash per such Preferred Share held equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures $10,000 multiplied by (ii) the sum of (A) .015, if the Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus (B) the product of (I) 0.0004166 .001 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (zy) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as "Registration Delay PaymentsREGISTRATION 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. 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 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. i. If (i) a Registration Statement covering all the Initial Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to Section 2(a)(i) or Section 2(e)(i) of this Agreement is not (A) not filed with the SEC on or before the applicable Filing Deadline or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline or (ii) on any day after such a Registration Statement has been declared effective by the SEC sales of all the Initial Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(t))) pursuant to such Registration Statement (including, without limitation, including because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock, as determined in accordance with Section 2(e)), then, as partial relief for the damages to any holder of Notes or Initial Warrants by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each such holder of Convertible Debentures relating to such Registration Statement an amount in cash equal to the product of (i) the Initial Outstanding Principal Amount sum of (A) the principal amount of the Notes held by such holder and (B) the total Aggregate Exercise Price (as such term is defined in the Convertible DebenturesInitial Warrants) paid of all Initial Warrants held by such Investor for its Convertible Debentures holder, multiplied by (ii) the sum of (A) 0.02, if such Registration Statement is not filed by the applicable Filing Deadline, plus (B) 0.02, if such Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus (C) the product of (I) 0.0004166 0.000667 multiplied by (II) the sum (without duplication) of (x) the number of days after the applicable Filing Deadline that the such Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the such Registration Statement is not declared effective by the SEC, plus (z) the number of days after the such Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Initial Registrable Securities required to be included on such Registration StatementStatement pursuant to Section 2(e)(i). ii. If (i) a Registration Statement covering all the Repurchase Warrant Registrable Securities and required to be filed by the Company pursuant to Section 2(a)(ii) or Section 2(e)(ii) of this Agreement is not (A) filed with the SEC on or before the applicable Filing Deadline or (B) declared effective by the SEC on or before the applicable Effectiveness Deadline or (ii) on any day after such Registration Statement has been declared effective by the SEC sales of all the Repurchase Warrant Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period) pursuant to such Registration Statement (including because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock, as determined in accordance with Section 2(e)), then, as partial relief for the damages to any holder of Repurchase Warrants by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to such holder an amount in cash equal to the product of (i) the total Aggregate Exercise Price (as defined in the Repurchase Warrants) of all Repurchase Warrants held by such holder and to which such Registration Statement relates, multiplied by (ii) the sum of (A) 0.02, if such Registration Statement is not filed by the applicable Filing Deadline, plus (B) 0.02, if such Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus (C) the product of (I) 0.000667 multiplied by (II) the sum (without duplication) of (x) the number of days after the applicable Filing Deadline that such Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that such Registration Statement is not declared effective by the SEC, plus (z) the number of days after such Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Repurchase Warrant Registrable Securities required to be included on such Registration Statement pursuant to Section 2(e)(ii). iii. 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 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. 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 1.5the lesser of 2.0% per month (prorated for partial months) or the highest lawful interest rate, in each case, until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline or (ii) on any day after such Registration Statement has been declared effective by the Effective Date the SEC sales prevents the sale of all any portion of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period each of clauses (as defined in Section 3(p)i) pursuant to such Registration Statement and (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stockii), a “Registration 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures relating Registrable Securities included (or requested to be included) in such Registration Statement Statement, for any day or portion thereof that the Registration Failure continues for the first 90-day period immediately following such Registration Failure, an amount per month in cash equal to the product of eight cents (i$.08) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures multiplied by (ii) the product of (I) 0.0004166 multiplied by (II) the sum of (x) the number of days after the Filing Deadline Registrable Securities being requested to be registered or, if registered, remaining to be sold; provided, that the Registration Statement is not filed with the SEC, plus amount of such damages shall increase by an additional amount equal to eight cents (y$.08) multiplied by the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required being requested to be included on such registered with respect to each subsequent 90-day period until all Registration StatementFailures have been cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) 3.5 are referred to herein as "“Registration Delay Payments." ”. Registration Delay Payments shall be paid on the earlier of (Ii) the last day of the calendar month during which such Registration Delay Payments are incurred and (IIii) 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 1.5% one percent (1.0%) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 such Registration Statement has been declared effective by the SEC applicable Effective Date sales of all of the Registrable Securities required to be included on covered by such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(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 Stock), Stock or a failure to maintain the listing of the Common Stock on the Principal Market) (a "Maintenance 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 (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance), (A) the Company shall pay to each holder of Convertible Debentures Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the product aggregate 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 Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures multiplied by day of a Filing Failure; (ii) the product day of an Effectiveness Failure; (I) 0.0004166 multiplied by (IIiii) the sum initial day of a Maintenance Failure; and (xiv) on the number thirty day anniversary of each of the preceding days after referred to in clauses (i), (ii) and (iii) and every thirtieth day thereafter (in each case, pro rated for periods totaling less than thirty days) until such Filing Failure, Effectiveness Failure or Maintenance Failure, as the Filing Deadline that the Registration Statement case may be, is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statementcured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(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. 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% %), or such lower maximum amount permitted by law, per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to any elections made pursuant to Section 4(b), if (i) a Registration Statement covering all 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 Filing Deadline or (B) is not declared effective by the SEC Commission on or before the Effectiveness Deadline or Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby, as described in Section 2(e) of this Agreement, is not filed with the Commission on or before the deadline described in Section 2(e) of this Agreement or is not declared effective by the Commission on or before the deadline described in Section 2(e) of this Agreement, (iii) on any day after such Registration Statement has been declared effective by the SEC Commission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made as a matter of law (other than during an Allowable Grace Period (as defined in Section 3(p)3(n) of this Agreement) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common StockStock but excluding failures caused solely by a breach of the applicable Investor’s obligations hereunder), or (iv) a Grace Period (as defined in Section 3(n) of this Agreement) exceeds the length of an Allowable Grace Period (each of the items described in clauses (i), (ii), (iii) and (iv) above shall be referred to as a “Registration Delay”), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), ) the Company shall pay to on the occurrence of each holder of Convertible Debentures relating to Registration Delay and every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Registration Statement Delay is cured, (the Company shall, for each such day, pay each Investor in cash, as liquidated damages and not as a penalty, an amount in cash equal to 0.033% of the product of (i) the Initial Outstanding Principal Amount Purchase Price (as such term is defined in the Convertible DebenturesSecurities Purchase Agreement) paid by such Investor for its Convertible Debentures multiplied by (ii) of the product of (I) 0.0004166 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all Notes to which the Registrable Securities required to be included on such Registration StatementStatement relate; provided, however, that the aggregate amount of such damages shall not exceed 25% of the Purchase Price of the Notes purchased by the Investor. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as "“Registration Delay Payments." ” The Registration Delay Payments shall be paid in cash on the earlier of (IA) the later of (i) the last day of the calendar month during which such Registration Delay Payments are incurred and (IIii) the third Business Day after the event or failure giving rise to the Registration Delay Payments first occurs and (B) 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 1.5% one and two-tenths percent (1.2%) per month (prorated for partial months) until paid in full. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registration Delay solely as a result of a comment received by the SEC requiring the Investors to be named as underwriters in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not (A) not filed with the SEC on or before the applicable Filing Deadline or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline or (ii) on any day after such the Registration Statement has been declared effective by the SEC SEC, sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or Statement, to register sufficient shares of Common Stock), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement Preferred Shares an amount in cash per Registrable Security or Warrant held by such Holder equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid number of Warrant Shares held by such Investor for its Convertible Debentures holder plus the number of Warrant Shares issuable upon exercise of Warrants (without regard to any limitations on exercise) held by such Holder, multiplied by (ii) the greater of the Warrant Exercise Price (as defined in the Warrants) and the Closing Sale Price (as defined in the Warrants) of the Common Stock on the applicable date on which the Company incurred the payment obligation provided in this Section 2(e), multiplied by (iii) the sum of (A) .02, if the Registration Statement is not filed by the Filing Deadline, plus (B) .02, if the Registration Statement is not declared effective by the Effectiveness Deadline, plus, (C) the product of (I) 0.0004166 .00067 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the such Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement. The payments to which a holder shall be entitled pursuant to this Section 2(f2(e) are referred to herein as "Registration Delay PaymentsREGISTRATION 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 business day after the event or failure giving rise to the Registration Delay Delayed Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.52.0% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline or (ii) on any day after such the Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(m))) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or to register sufficient shares of Common Stock), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures relating to Buyer then holding Registrable Securities (or Preferred Shares or Warrants that are exercisable for, directly or indirectly, Registrable Securities) covered by such Registration Statement an amount in cash equal to two percent (2%) of the product portion of the Purchase Price attributable to such Registrable Securities (ior Preferred Shares or Warrants that are exercisable for, directly or indirectly, Registrable Securities) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid then held by such Investor Buyer, for its Convertible Debentures multiplied by each thirty (ii30) day period the product of (I) 0.0004166 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the applicable Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not or available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration StatementStatement (or a lesser pro rata payment amount if such period is less than thirty (30) days); provided however, that notwithstanding anything in this Agreement to the contrary, the parties hereto hereby agree that, with respect to any underwritten registration hereunder, the applicable Effectiveness Deadline and Allowable Grace Period, as the case may be, shall be automatically extended to the extent a delay is caused by the underwriter or the underwriting process, including, but not limited to, any failure to register any Registrable Securities in said registration as a result of an underwriter's cut-back under Section 2(h) hereof. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as "Registration Delay PaymentsREGISTRATION 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 Delayed Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the applicable Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not (A) not filed with the SEC on or before the applicable Mandatory Filing Deadline Date or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline or (ii) on any day after such a Registration Statement has been declared effective by the SEC sales of all the applicable Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(t))) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock), 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 applicable Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity, but which shall be taken into account in determining such other remedies), the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement Registrable Securities an amount in cash equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid aggregate number of Registrable Securities held by such Investor for its Convertible Debentures holder, multiplied by (ii) $2.00 (subject to adjustment for stock splits, stock dividends, stock combinations and other similar transactions after the date of this Agreement), multiplied by (iii) the sum of (A) 0.02, if such Registration Statement is not filed by the applicable Mandatory Filing Date, plus (B) 0.02, if such Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus, (C) the product of (I) 0.0004166 0.0005 multiplied by (II) the sum of (x) the number of days after the applicable Mandatory Filing Deadline Date (but not including any days after the applicable Effectiveness Deadline) that the such Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the such Registration Statement is not declared effective by the SEC, plus (z) the number of days after the such Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale resale of all the applicable Registrable Securities required to be included on such Registration StatementStatement pursuant to Section 2(e). 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not (A) not filed with the SEC on or before the Filing Fling Deadline or (B) not declared effective by the SEC on or before the Effectiveness Deadline or (ii) on any day after such the Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(t))) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or to register sufficient shares of Common Stock), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement Notes an amount in cash equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in principal amount of the Convertible Debentures) paid Notes held by such Investor for its Convertible Debentures each holder multiplied by (ii) the sum of (A) 0.02, if the Registration Statement is not filed by the Filing Deadline, plus (B) 0.02, if the Registration Statement is not declared effective by the Effectiveness Deadline, plus, (C) the product of (I) 0.0004166 0.000667 multiplied by (II) the sum (without duplication) of (x) the number of days after the Filing Deadline that the such Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration StatementStatement pursuant to Section 2(e). The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as "Registration Delay PaymentsREGISTRATION 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. 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 1.52.0% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 such Registration Statement has been declared effective by the SEC respective Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in a Suspension allowed pursuant to Section 3(p3(d)) 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”) then, as partial relief for the damages to any holder Holder 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), the Company shall pay to each holder of Convertible Debentures Registrable Securities relating to such Registration Statement an amount equal to one percent (1.0%) of the Liquidation Preference (as defined in the Certificate of Designations) of such Holder’s Preferred Shares, which underlying shares of Common Stock are included in such Registration Statement. At the Company’s option, such amounts may be paid in cash; provided that if such amounts are not paid in cash equal on the dates set forth in the following sentence, then such amounts shall automatically accrue and be added to the product Liquidation Preference as of such date. Such amounts shall be paid on each of the following dates: (i) on the Initial Outstanding Principal Amount thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (as pro rated for periods totaling less than thirty days) until such term Filing Failure is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures multiplied by cured; (ii) on the product of (I) 0.0004166 multiplied by (II) the sum of (x) the number of days thirtieth day after the Filing Deadline that 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 Registration Statement is not filed with the SEC, plus (y) the number of days thirtieth day after the Effectiveness Deadline that the Registration Statement date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statementcured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(i) 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 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 Notwithstanding the event the Company fails to make Registration Delay Payments in a timely mannerforegoing, such no Registration Delay Payments shall bear interest at be due to a Holder pursuant to this Section 2(i) as a result of and solely to the rate extent of 1.5% per month (prorated for partial monthsi) until paid a Filing Failure or an Effectiveness Failure caused solely by such Holder’s exercise of its rights pursuant to Section 3(a)(xii), (ii) an Effectiveness Failure with respect to any Holder caused solely by such Holder’s exercise of its rights pursuant to Section 3(e) or (ii) a Filing Failure caused solely by a Holder’s failure to provide to the Company the information regarding such Holder that is required to be included in fullthe applicable Registration Statement.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline or (ii) on any day after such Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock), 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 Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures Investor relating to such Registration Statement an amount in cash equal to the product of (i) the Initial Outstanding Principal Amount (as Purchase Price for the Registrable Securities included in such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures Registration Statement multiplied by (ii) the sum of (A) 0.15, if such Registration Statement is not filed by the applicable Filing Deadline, plus (B) 0.15, if such Registration Statement is not declared effective by 30 days after the applicable Effectiveness Deadline, plus (C) the product of (I) 0.0004166 0.00493 multiplied by (II) the sum of (x) the number of days after the applicable Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the 30th day after applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days days, in each instance, after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statement. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as "Registration Delay PaymentsREGISTRATION 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. 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 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. i. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to Section 2(a) or Section 2(b) of this Agreement is not (A) not filed with the SEC on or before the applicable Filing Deadline or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline or (ii) on any day after such a Registration Statement has been declared effective by the SEC SEC, sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(q))) pursuant to such Registration Statement (including, without limitation, including because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock, as determined in accordance with Section 2(e)), then, as partial relief for the liquidated damages to any holder of Note or Warrant 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)Stock, the Company shall pay to each such holder of Convertible Debentures relating to such Registration Statement an amount in cash equal to the product of (i) the Initial Outstanding Principal Amount sum of (A) the principal amount of the Note held by such holder and (B) the total Aggregate Exercise Price (as such term is defined in the Convertible DebenturesWarrant) paid of all Warrant held by such Investor for its Convertible Debentures holder, multiplied by (ii) the sum of (A) 0.01, if such Registration Statement is not filed by the applicable Filing Deadline, plus (B) 0.01, if such Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus (C) the product of (I) 0.0004166 0.000333 multiplied by (II) the sum (without duplication) of (x) the number of days after the applicable Filing Deadline that the such Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the such Registration Statement is not declared effective by the SEC, plus (z) the number of days after the such Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration StatementStatement pursuant to Section 2(e); provided, however, that in no event shall such liquidated damages exceed an aggregate of $150,000. ii. 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 earlier of (I) the last day fifth Business Day of the calendar month following the month during which such the Registration Delay Payments Payment are incurred and (II) the third fifth 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 1.5the lesser of 18.0% per month annum (prorated monthly and for partial months) or the highest lawful interest rate, in each case, until paid in full. Such payments shall constitute an Investor’s exclusive monetary remedy for such events.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not (A) not filed with the SEC on or before 30 days after the applicable Filing Deadline or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline or (ii) on any day after such the Registration Statement has been declared effective by the SEC SEC, sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or Statement, to register sufficient shares of Common Stock), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement Preferred Shares an amount in cash per Preferred Share held equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures $1,000 multiplied by (ii) the sum of (A) .02, if the Registration Statement is not filed by the Filing Deadline, plus (B) .02, if the Registration Statement is not declared effective by the Effectiveness Deadline, plus, (C) the product of (I) 0.0004166 .00067 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the such Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement. The payments to which a holder shall be entitled pursuant to this Section 2(f2(e) 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 business day after the event or failure giving rise to the Registration Delay Delayed Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.52.0% per month (prorated for partial months) until paid in full. Notwithstanding the foregoing, the Company shall not be obligated to make payments for Registration Delay Payments or interest pursuant to this Section 2(e) in excess of the Penalty Cap Amount. "Penalty Cap Amount" means the sum of (A) $300,000 plus (B) to the extent the Company has issued the Mandatory Preferred Shares, $200,000. Each Buyer shall not be entitled to receive Registration Delay Payments pursuant to this Section 2(e) in excess of the product of (A) the Penalty Cap Amount and (B) a fraction, the numerator of which is the number of Initial Preferred Shares and Mandatory Preferred Shares issued to such Purchaser pursuant to the Securities Purchase Agreement and the denominator of which is the aggregate amount of all the Initial Preferred Shares and the Mandatory Preferred Shares issued to the Purchasers pursuant to the Securities Purchase Agreement (the "Penalty Allocation Amount"). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser's Preferred Shares, the transferee shall be allocated a pro rata portion of such Purchaser's Penalty Allocation Amount. In the event that any holder of Preferred Shares shall convert all of such holder's Preferred Shares prior to such holder receiving all of its Penalty Allocation Amount, then the difference between such holder's Penalty Allocation Amount and the Registration Delay Payments actually paid to such holder pursuant to this Section 2(e) shall be allocated to the respective Penalty Allocation Amounts of the remaining holders of Preferred Shares on a pro rata basis in proportion to the number of Preferred Shares then held by each such holder.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 or (B) not declared effective by the SEC Commission on or before the Effectiveness Deadline or (ii) on any day after such Registration Statement has been declared effective by the SEC Commission sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock), 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 Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement an amount in cash Purchaser liquidated damages at a rate equal to one percent (1.0%) for every thirty days after such failure (prorated for periods of less than 30 days) of the product total purchase price of (i) the Initial Outstanding Principal Amount (as such term is defined in Registrable Securities purchased by the Convertible Debentures) paid Purchaser pursuant to the Stock Purchase Agreement and held by such Investor for its Convertible Debentures multiplied Purchaser as of the relevant date; provided, however, that the maximum aggregate amount of liquidated damages payable by the Company pursuant to this Agreement shall not exceed twelve percent (ii12.0%) of the product total purchase price of (I) 0.0004166 multiplied the Registrable Securities purchased by (II) the sum of (x) Purchaser pursuant to the number of Stock Purchase Agreement. Such payments shall be due within 5 days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statement. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as "Registration Delay Paymentsrelevant date." 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. 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 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not (A) not filed with the SEC on or before the applicable Filing Deadline or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline or (ii) on any day after such the Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or to register sufficient shares of Common Stock), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement Preferred Shares an amount in cash per Preferred Share held equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures $1,000 multiplied by (ii) the sum of (A) 0.02, if the Registration Statement is not filed by the applicable Filing Deadline, plus (B) 0.02, if the Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus, (C) the product of (I) 0.0004166 0.000667 multiplied by (II) the sum of (x) the number of days after the applicable Filing Deadline that the such Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration StatementStatement pursuant to section 2(e). 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day business day after the event or failure giving rise to the Registration Delay Delayed Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.52.0% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to Section 2(a) or Section 2(e) of this Agreement is not (A) not filed with the SEC on or before the applicable Filing Deadline or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline Deadline, (ii) the Company fails to timely perform its obligations set forth in clauses (a) through (g) of Section 3 of this Agreement or (iiiii) on any day after such a Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during the period (the “Post Effective Period”) beginning on the first day on which a post-effective amendment is required to be filed by the Company pursuant to the undertakings referred to in Rule 415 of the 1933 Act and ending on the earlier of (x) the thirtieth (30)th day after such date and (y) the date on which such post-effective amendment is declared effective by the SEC (a “Post Effective Period Deadline”) or an Allowable Grace Period (as defined in Section 3(pbelow)) pursuant to such Registration Statement (including, without limitation, including because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock, as determined in accordance with Section 2(e)) (any such failure or breach being referred to as an “Event”, and the date on which such Event occurs being referred to as the “Event Date”) then, as partial relief in addition to any other rights the holders of Notes or Warrants may have hereunder or under applicable law, on each monthly anniversary of each such Event Date beginning with the first monthly anniversary of the applicable Event Date (if the applicable Event shall not have been cured by such date and if it has been cured, a pro rata amount of the amount that would otherwise be payable pursuant to this section 2(f) for the damages period from the Event Date or the last monthly anniversary of such Event Date to any holder by reason of any the date such delay in or reduction of its ability to sell Event Date has been cured) until the underlying shares of Common Stock applicable Event is cured (which remedy shall not be exclusive of any other remedies available at law or in equityeach a “Liquidated Damages Payment Date”), the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement Notes or Warrants an amount in cash cash, as partial liquidated damages and not as a penalty, with respect to each Liquidated Damages Payment Date, equal to the product of (i) 1.5% multiplied by the Initial Outstanding Principal Amount sum of (A) the principal amount of the Notes held by such holder and (B) the total Aggregate Exercise Price (as such term is defined in the Convertible DebenturesWarrants) paid of all Warrants held by such Investor for its Convertible Debentures holder, multiplied by (ii) a fraction, the product numerator of (I) 0.0004166 multiplied by (II) the sum of (x) which shall be the number of total calendar days after which have passed since the Filing Deadline that immediately preceding Liquidated Damages Payment Date and the Registration Statement is not filed with the SEC, plus (y) the number denominator of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statement. The payments to which a holder shall be entitled 30 calendar days. If the Company fails to pay any partial liquidated damages 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 last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in full in a timely manner, such Registration Delay Payments payments shall bear interest at the rate of 1.51.00% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If at any time while there are Registrable Securities outstanding, subject to Section 2(h), (i) a Registration Statement covering all 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 such Registration Statement has been declared effective by the SEC Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(q)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, 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 its principal trading market or exchange, or to register a sufficient number of shares of Common Stock) (a “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), the Company shall pay become liable for payment to each holder of Convertible Debentures Registrable Securities relating to such Registration Statement an amount in cash equal to one half of one percent (.5%) of the product aggregate outstanding principal amount of (i) the Initial Outstanding Principal Amount such Investor’s Term Notes (as such term is defined in the Convertible DebenturesSecurities Purchase Agreement) paid by 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 Investor for its Convertible Debentures multiplied by Filing Failure is cured; (ii) the product day of an Effectiveness Failure and on every thirtieth day (Ipro rated for periods totaling less than thirty (30) 0.0004166 multiplied by days) thereafter until such Effectiveness Failure is cured; and (IIiii) the sum initial day of a Maintenance Failure and on every thirtieth day (xpro rated for periods totaling less than thirty (30) the number of days after the Filing Deadline days) thereafter until such Maintenance Failure is cured; provided, however, that the Registration Statement is Additional Interest Amount shall be increased to one and one-half percent (1.5%) in the event such Filing Failure, Effectiveness Failure or Maintenance Failure has not filed with been cured on or before the SEC, plus (y) 90th day following the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statementdate 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 "“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 (y) the denominator of which shall be the number of Registrable Securities beneficially owned by the Investors 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, Effectiveness Failure or Maintenance Failure.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If If: (i) a the Resale Registration Statement covering all 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 prior to the Filing Deadline or (B) not declared effective by the SEC on or before the Effectiveness Deadline or Date, (ii) on any day after such Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement an amount in cash equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures multiplied by (ii) the product of (I) 0.0004166 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SECSEC (or otherwise does not become effective) for any reason on or prior to the Effectiveness Date, plus (ziii) after its effective date (A) the number of days after the Resale Registration Statement has been declared ceases for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Resale Registration Statement), to remain continuously effective by as to all Registrable Shares included in the SEC Resale Registration Statement or (B) the Company suspends the use of the prospectus contained in the Resale Registration Statement, or (iv) the Company fails to satisfy the current public information requirement pursuant to Rule 144(c)(1) as a result of which the Purchasers are unable to sell Registrable Shares without restriction under Rule 144 (or any successor thereto) and fails to cure any such failure to satisfy the Rule 144(c)(1) requirement within 15 business days following the date upon which the Purchaser notifies the Company in writing that such Registration Statement Purchaser is unable to sell Registrable Shares as a result thereof, (any such failure or breach in clauses (i) through (iv) above being referred to as an “Event,” and the date on which such Event occurs, being referred to as an “Event Date”), then in addition to any other rights the Purchasers may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not available have been cured by such date) until the earlier of (other than during an Allowable Grace Period1) for the sale of all applicable Event is cured or (2) the Registrable Securities required Shares are eligible for resale pursuant to be included on Rule 144 without manner of sale or volume restrictions, the Company shall pay to each Purchaser an amount in cash, as partial liquidated damages and not as a penalty (“Liquidated Damages”), equal to one percent (1.0%) of the aggregate purchase price paid by such Registration StatementPurchaser pursuant to this Agreement for any Registrable Shares then held by such Purchaser. The payments If the Company fails to which a holder shall be entitled pay any Liquidated Damages pursuant to this Section 2(f4.3 in full within five (5) 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 business days after the event or failure giving rise to the Registration Delay Payments is cured. In the event date payable, the Company fails to make Registration Delay Payments in will pay interest thereon at a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% one percent (1.0%) per month (prorated for partial monthsor such lesser maximum amount that is permitted to be paid by applicable law) to the Purchaser, accruing daily from the date such Liquidated Damages are due until such amounts, plus all such interest thereon, are paid in full. The Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event, except in the case of the first Event Date. In no event shall the aggregate amount of Liquidated Damages payable to a Purchaser exceed, in the aggregate, six percent (6.0%) of the aggregate purchase price paid by such Purchaser pursuant to this Agreement.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 such Registration Statement has been declared effective by the SEC respective Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(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”) then, as partial relief the sole monetary remedy 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 (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance), (A) the Company shall pay to each holder of Convertible Debentures Registrable Securities relating to such Registration Statement an amount in cash equal to two percent (2.0%) of the product of (i) the Initial Outstanding Principal Amount aggregate Purchase Price (as such term is defined in the Convertible DebenturesSecurities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; and (iii) the initial day of a Maintenance Failure; and (B) the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one half percent (1.5%) of the aggregate Purchase Price of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (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 eleven percent (11%) of the aggregate Purchase Price paid by such Investor for its Convertible Debentures multiplied by pursuant to the Securities Purchase Agreement, (ii) the product of 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 (I) 0.0004166 multiplied by (IIiii) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is Company shall not filed be liable for liquidated damages to any Investor under this Agreement with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective respect to any Registrable Securities covered by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for that may be sold without restriction or limitation pursuant to Rule 144 and without the sale of all the Registrable Securities required requirement to be included on such Registration Statementin compliance with Rule 144(c)(1). The payments to which a holder shall be entitled pursuant to this Section 2(f2(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 dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (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 Securities Purchase Agreement).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. i. If (i) a Registration Statement covering all the Initial Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to Section 2(a)(i) or Section 2(e)(i) of this Agreement is not (A) not filed with the SEC on or before the applicable Filing Deadline or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline or (ii) on any day after such a Registration Statement has been declared effective by the SEC sales of all the Initial Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(t))) pursuant to such Registration Statement (includingincluding because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock), then, as partial relief for the damages to any holder of Initial Notes or Initial Warrants by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to such holder an amount in cash equal to the product of (i) the sum of (A) the principal amount of the Initial Notes held by such holder and (B) the total Aggregate Exercise Price (as defined in the Initial Warrants) of all Initial Warrants held by such holder and to which such Registration Statement relates, multiplied by (ii) the sum of (A) 0.02, if such Registration Statement is not filed by the applicable Filing Deadline, plus (B) 0.02, if such Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus (C) the product of (I) 0.000667 multiplied by (II) the sum (without limitationduplication) of (x) the number of days after the applicable Filing Deadline that such Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that such Registration Statement is not declared effective by the SEC, plus (z) the number of days after such Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Initial Registrable Securities required to be included on such Registration Statement pursuant to Section 2(e)(i). ii. If (i) a Registration Statement covering Conditional Registrable Securities and required to be filed by the Company pursuant to Section 2(a)(ii) or Section 2(e)(ii) of this Agreement is not (A) filed with the SEC on or before the applicable Filing Deadline or (B) declared effective by the SEC on or before the applicable Effectiveness Deadline or (ii) on any day after such Registration Statement has been declared effective by the SEC sales of all the Conditional Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period) pursuant to such Registration Statement (including because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock), then, as partial relief for the damages to any holder of Conditional Notes by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each such holder of Convertible Debentures relating to such Registration Statement an amount in cash equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in principal amount of the Convertible Debentures) paid Conditional Notes held by such Investor for its Convertible Debentures holder, multiplied by (ii) the sum of (A) 0.02, if such Registration Statement is not filed by the applicable Filing Deadline, plus (B) 0.02, if such Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus (C) the product of (I) 0.0004166 0.000667 multiplied by (II) the sum (without duplication) of (x) the number of days after the applicable Filing Deadline that the such Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the such Registration Statement is not declared effective by the SEC, plus (z) the number of days after the such Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Conditional Registrable Securities required to be included on such Registration StatementStatement pursuant to Section 2(e)(ii). iii. If (i) a Registration Statement covering all the Replacement Warrant Registrable Securities and required to be filed by the Company pursuant to Section 2(a)(iii) or Section 2(e)(iii) of this Agreement is not (A) filed with the SEC on or before the applicable Filing Deadline or (B) declared effective by the SEC on or before the applicable Effectiveness Deadline or (ii) on any day after such Registration Statement has been declared effective by the SEC sales of all the Replacement Warrant Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period) pursuant to such Registration Statement (including because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock), then, as partial relief for the damages to any holder of Replacement Warrants by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to such holder an amount in cash equal to the product of (i) the total Aggregate Exercise Price of all Replacement Warrants held by such holder and to which such Registration Statement relates, multiplied by (ii) the sum of (A) 0.02, if such Registration Statement is not filed by the applicable Filing Deadline, plus (B) 0.02, if such Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus (C) the product of (I) 0.000667 multiplied by (II) the sum (without duplication) of (x) the number of days after the applicable Filing Deadline that such Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that such Registration Statement is not declared effective by the SEC, plus (z) the number of days after such Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Replacement Warrant Registrable Securities required to be included on such Registration Statement pursuant to Section 2(e)(iii). iv. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as "Registration Delay PaymentsREGISTRATION 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. 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 1.5the lesser of 2.0% per month (prorated for partial months) or the highest lawful maximum interest rate, in each case, until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 not with respect to a Subsequent Registration Statement, (A) not filed with the SEC on or before the Subsequent 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 such Registration Statement has been declared effective by the SEC Effective Date (A) sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient shares number of Common StockADRs), (B) the Registrable Securities are not listed or included for quotation on an Eligible Market (as defined in the Notes) or trading of the ADRs is suspended or halted thereon (other than during an Allowable Trading Grace Period) (each, a “Maintenance 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 ADRs (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the product aggregate Purchase Price of (i) the Initial Outstanding Principal Amount (as such term is defined Investor’s Registrable Securities included in the Convertible Debentures) paid by such Investor for its Convertible Debentures multiplied by (ii) the product of (I) 0.0004166 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement on each of the following dates: (A) every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is not available cured; (other B) every thirtieth day (pro rated for periods totaling less than during thirty days) from the date of an Allowable Grace PeriodEffectiveness Failure until such Effectiveness Failure is cured and (C) every thirtieth day (pro rated for periods totaling less than thirty days) from the sale date of all the Registrable Securities required to be included on a Maintenance Failure until such Registration StatementMaintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(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 fifth 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 1.51.0% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If If: (i) any Registration Statement required to be filed hereunder is not filed on or prior to its Filing Deadline (if the Company files the Initial Registration Statement without affording the Investors the opportunity to review and comment on the same as required by Section 3(c) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the SEC pursuant to the 1933 Act, within five Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the SEC in respect of such Registration Statement within 15 Trading Days after the receipt of comments by or notice from the SEC that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement covering registering for resale all of the Initial 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 or (B) not declared effective by the SEC on or before by the Initial Effectiveness Deadline (which Registration Statement shall register for resale such Initial Registrable Securities for the Investors on a pro-rata basis, based on their purchase of the Securities pursuant to the Securities Purchase Agreement, unless the number of shares registered for a particular Investor is required to be reduced based on SEC Guidance or any shares of a particular Investor may be excluded from such Registration Statement in compliance with this Agreement), or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Investors are otherwise not permitted to utilize the prospectus therein to resell such Registrable Securities, for more than 20 consecutive calendar days or more than an aggregate of 30 calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) and (iv) the date on which such Event occurs, and for purpose of clause (ii) the date on any which such five Trading Day period is exceeded, and for purpose of clause (iii) the date which such 15 Trading Day period is exceeded, and for purpose of clause (v) the date on which such 20 or 30 calendar day after such Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required period, as applicable, is exceeded being referred to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock“Event Date”), then, as partial relief for the damages in addition to any holder by reason other rights the Investors may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of any each such delay in or reduction of its ability to sell Event Date (if the underlying shares of Common Stock (which remedy applicable Event shall not be exclusive of any other remedies available at law or in equity)have been cured by such date) until the applicable Event is cured, the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement Investor an amount in cash cash, as partial liquidated damages and not as a penalty, equal to 1% of the product of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) aggregate purchase price paid by such Investor pursuant to the Purchase Agreement for its Convertible Debentures multiplied any unregistered Registrable Securities then held by (ii) the product of (I) 0.0004166 multiplied by (II) the sum of (x) the number of days after the Filing Deadline such Investor. The parties agree that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required maximum aggregate liquidated damages payable to be included on such Registration Statement. The payments to which a holder Investor under this Agreement shall be entitled 12% of the aggregate Subscription Price paid by such Investor pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section 2(f) are referred in full within seven days after the date payable, the Company will pay interest thereon at a rate of 15% per annum (or such lesser maximum amount that is permitted to herein as "Registration Delay Payments." Registration Delay Payments shall be paid on the earlier of (Iby applicable law) 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. In Investor, accruing daily from the event the Company fails to make Registration Delay Payments in a timely mannerdate such partial liquidated damages are due until such amounts, plus all such Registration Delay Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 such Registration Statement has been declared effective by the SEC Effective Date sales of all of the Investor Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock), ) (a “Maintenance 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures Investor Registrable Securities relating to such Registration Statement an amount in cash equal to the product of (i) one and one-half percent (1.5%) of the Initial Outstanding Principal Amount aggregate Purchase Price (as such term is defined in the Convertible DebenturesPurchase Agreement) paid by of such Investor for its Convertible Debentures multiplied by Investor's Notes relating to the 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 product aggregate Purchase Price (as such term is defined in the Purchase Agreement) of (I) 0.0004166 multiplied by (II) such Investor's Notes relating to the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that Registrable Securities included in such Registration Statement on each of the following dates: (A) three (3) Business Days following the 30th day after an uncured Filing Failure has occurred and on every thirtieth (30th) day thereafter until such Filing Failure is not available cured; and (other than during B) three (3) Business Days following the end of the month in which an Allowable Grace PeriodEffectiveness 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 any Registration Delay Payment for the sale of all the Registrable Securities required to be included on such Registration Statementany partial period covered in clause (A) or (B)). The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as "“Registration Delay Payments." ”. By way of example, if a Registration Statement covering the Registrable Securities is filed on the 111th day following the Closing Date, the Company shall pay to the Investors (i) an amount equal to 1.5% of the aggregate Purchase Price of such Investor's Notes relating to the Registrable Securities included in such Registration Statement within three (3) Business Days after the 75th day following the Closing Date, (ii) an amount equal to 2% of the Purchase Price of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on the one hundred fifth (105th) day following the Closing Date and (iii) a pro rata amount of such Registration Delay Payments shall be paid on Payment for any subsequent period (determined by multiplying such Registration Delay Payment by the earlier product obtained by dividing the number of days (I6) 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 curedFiling Failure occurred during such subsequent period by 30)). In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (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 Exchange Price of the Investor's Notes to be lowered by an amount equal to the quotient of the amount of such Investors Excess Registration Delay Payments divided by the then outstanding amount of such Investor's Notes. Notwithstanding anything to the contrary contained herein no 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. If (i) a Registration Statement covering all 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 SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common StockStock)(a "MAINTENANCE 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures Notes relating to such Registration Statement Statement: on the earlier of the 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 Initial Outstanding aggregate Principal Amount (as such term is defined in the Convertible DebenturesNotes) paid by of such Investor for its Convertible Debentures Investor's Notes convertible into Conversion Shares included in such Registration Statement (to the extent that such Conversion Shares have not been sold) multiplied by (ii) the product of (I) 0.0004166 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC0.015, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SECprovided, plus (z) the number of days after the Registration Statement has been declared effective by the SEC however, that such Registration Statement is not available (other than during an Allowable Grace Period) payment shall apply on a pro-rata basis for any portion of a 30 day period prior to the sale cure of all the Registrable Securities required to be included on such Registration Statementa 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 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 (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 any Registration Delay Payments pursuant to this Section 2(f) in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% per month month, or such lower maximum amount as is permitted by law, (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline or (ii) on any day after such Registration Statement has been declared effective by the SEC sales of all the Registrable Securities or Make-Whole Securities, as the case may be, required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures or Warrants relating to such Registration Statement an amount in cash equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures (which definition, for purposes of clarification, is not impacted by a conversion or partial redemption of the Convertible Debentures)) paid by such Investor for its Convertible Debentures multiplied by (ii) the product of (I) 0.0004166 0.0005 multiplied by (II) the sum of (x) the number of days after the applicable Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities or Make-Whole Securities, as the case may be, required to be included on such Registration Statement. 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 in the form of Common Stock 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. The number of shares of Common Stock to be issued for any Registration Delay Payment shall be the amount of such Registration Delay Payment divided by the average Closing Sale Price (as defined in the Debentures) of the Common Stock for the five (5) trading days immediately preceding the date of payment. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. i. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to Section 2(a) or Section 2(e) of this Agreement is not (A) not filed with the SEC on or before the applicable Filing Deadline or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline or (ii) on any day after such a Registration Statement has been declared effective by the SEC SEC, sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p))) pursuant to such Registration Statement (including, without limitation, including because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock, as determined in accordance with Section 2(e)), then, as partial relief for the damages to any holder of Closing Shares or the Warrant by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement Investor an amount in cash equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid number of ADSs held by such Investor for its Convertible Debentures multiplied by (ii) the Per Share Purchase Price, and multiplied by (iii) the sum of (A) 0.015, if such Registration Statement is not filed by the applicable Filing Deadline, plus (B) 0.015, if such Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus (C) the product of (I) 0.0004166 0.0005 multiplied by (II) the sum (without duplication) of (x) the number of days after the applicable Filing Deadline that the such Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the such Registration Statement is not declared effective by the SEC, plus (z) the number of days after the such Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration StatementStatement pursuant to Section 2(e). ii. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as "“Registration Delay Payments." ” Registration Delay Payments shall be paid on the earlier of (I) the last day second Business Day of the calendar month following the month during which such the Registration Delay Payments are incurred and (II) the third second Business Day after the event or failure giving rise to the Registration Delay Payments is cured. iii. Notwithstanding any other provision of this Section 2(g), in no event shall the Registration Delay Payments payable to any Buyer exceed 20% of such Buyer’s Purchase Price paid at the Closing. 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 the lesser of 1.5% per month (prorated for partial months) or the highest lawful interest rate, in each case, until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 or (B) not declared effective by the SEC on or before the Effectiveness Deadline or (ii) on any day after such Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(l)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock), then, as partial full and entire relief for the any damages to any holder 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)Registrable Securities, the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement Registrable Securities an amount in cash equal to the product of (i) the Initial Outstanding Principal Amount Purchase Price paid by such Buyer (as such term is defined in the Convertible DebenturesPurchase Agreements) paid by such Investor for its Convertible Debentures multiplied by (ii) the product of (I) 0.0004166 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statement0.005. The payments payment to which a holder shall be entitled pursuant to this Section 2(f2(d) are is referred to herein as a "REGISTRATION DELAY PAYMENT." A Registration Delay Payments." Registration Delay Payments Payment shall be paid on the earlier of (I) the last day of the calendar month quarter 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 Payment is curedincurred. In the event the Company fails to make a Registration Delay Payments Payment in a timely manner, such Registration Delay Payments Payment shall bear interest at the rate of 1.510% per month (prorated for partial months) annum until paid in full. A Registration Delay Payment due and owing by the Company to an Investor shall be Investor's sole remedy for a breach by the Company of its obligations under Section 2 of this Agreement.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to Section 2(a) of this Agreement is (A) not filed with the SEC on or before the Filing Deadline 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 SEC Effectiveness Deadline sales of all the Registrable Securities required to be included on such Registration Statement (other than shares of Common Stock which are contractually restricted from being sold or cannot be sold due to a requirement under applicable state blue sky laws or regulations which the Company is otherwise excused from compliance with hereunder) cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common StockStock)(a "MAINTENANCE FAILURE"), or (iii) from and after the Effectiveness Deadline, the Common Stock is not listed or quoted, or is suspended from trading on OTC Bulletin Board for a period of three Trading Days within any rolling 180 calendar day period (which need not be consecutive Trading Days) during the Registration Period (as defined below), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures Investor relating to such Registration Statement an amount in cash equal to the product 1% of (i) the Initial Outstanding Principal Amount (as such term is defined said Investor's total investment per month or part thereof. Such amount shall be payable in the Convertible Debentures) paid by form of additional shares of Preferred Stock and such Investor for its Convertible Debentures multiplied by (ii) the product of (I) 0.0004166 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Preferred Stock will constitute Registrable Securities required to be included on such Registration Statement. 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 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 curedSecurities. In the event the Company fails to make Registration Delay Payments in a timely mannerissue such Preferred Stock within 30 days of the date the Company first becomes obligated to issue them hereunder, such Registration Delay Payments the Company shall bear pay interest on the value thereof (based on the price per share of $3.56 at the rate of 1.5% per month (prorated for partial months) until paid in full. To avoid confusion, Existing Holders shall not be entitled to any payment under this Section 2(g) with respect to any shares of Common Stock owned by them on the date of this Agreement.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to the terms of this Agreement Annex A is not (A) not filed with the SEC on or before the Filing Deadline or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline or (ii) on any day after such the Registration Statement has been declared effective by the SEC SEC, sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or Statement, to register sufficient shares of Common Stock), then, as partial relief for the damages to any holder Holder 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), (x) each of the Company shall pay to each holder exercise price of Convertible Debentures the Investor Warrants, Redemption Warrants, LOI Warrants and Agency Warrants (as set forth in the applicable Warrants), the Conversion Price relating to such Registration Statement an amount the Notes (as set forth in cash equal the Subscription Agreement and the Notes), and the Conversion Price relating to the product of Series C Preferred Stock (as set forth in the Subscription Agreement and the Series C Designation) shall be reduced by 10% for each aggregate 30-day period (or pro rated amounts thereof for partial 30-day periods) that (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures multiplied by (ii) the product of (I) 0.0004166 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not (A) filed with the SEC, plus SEC on or before the Filing Deadline or (yB) declared effective by the number of days after SEC following the Effectiveness Deadline that and (ii) after the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all of the Registrable Securities required to be included on in such Registration Statement. The payments to which a holder , (y) the number of Investor Warrant Shares, Redemption Warrant Shares, LOI Warrant Shares, or Agency Warrant Shares, as the case may be, shall be entitled increased to a number determined by multiplying the number of the such applicable Warrant Shares purchasable immediately prior to the applicable exercise price reduction hereunder by a fraction, the numerator of which shall be the exercise price per share in effect prior to the applicable exercise price reduction hereunder and the denominator of which shall be the exercise price as so reduced, and (z) the number of Note Conversion Shares or Preferred Conversion Shares, as the case may be, shall be increased to a number determined by multiplying the number of such Conversion Shares issuable upon conversion of the Notes or the Series C Preferred Stock, as the case may be, immediately prior to the applicable Conversion Price reduction hereunder by a fraction, the numerator of which shall be the Conversion Price per share in effect prior to the applicable Conversion Price reduction hereunder and the denominator of which shall be the applicable Conversion Price as so reduced. Notwithstanding anything to the contrary, the adjustments required pursuant to this Section 2(f) are referred as a result of sales of Registrable Securities not being able 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 made pursuant to the Registration Delay Payments is cured. In the event the Company fails Statement after it has been declared effective, shall not be applicable unless and until such time as such sales have not been able to make Registration Delay Payments be made for a period of more than 15 days in a timely manner, any 365-day period and such Registration Delay Payments 15 days shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid not be included in fullcalculating any adjustments.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 or (B) not declared effective by the SEC on or before 30 days after the respective Effectiveness Deadline or (ii) on any day after such Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock), 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 Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement Registrable Securities an amount in cash equal to 3% of the product number of Registrable Securities held by such Initial Purchaser as of the Filing Deadline, the 30th day after the Effectiveness Deadline or the date referred to in clause (ii) above, as the case may be. Such payments shall be due within 5 days after the relevant date and on the earlier to occur of (i) the Initial Outstanding Principal Amount every 30 days thereafter (as such term is defined in the Convertible Debenturesprorated for periods of less than 30 days) paid by such Investor for its Convertible Debentures multiplied by and (iiii)(a) the product of (I) 0.0004166 multiplied by (II) the sum of (x) the number of days after the Filing Deadline date that the Registration Statement is not filed with declared effective, in the SEC, plus (y) case of the number of days after failure to file by the Effectiveness Filing Deadline that or to have the Registration Statement is not declared effective by the SEC30th day after the Effectiveness Deadline, plus or (zb) the number of days after the Registration Statement has been declared effective by the SEC date that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale sales of all the Registrable Securities required to be included on such Registration Statement. 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 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 in 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 1.5% per month (prorated for partial months) until paid in fullStatement may lawfully resume.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If at any time while there are Registrable Securities outstanding, subject to Section 2(h), (i) a Registration Statement covering all 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 such Registration Statement has been declared effective by the SEC Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(q)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, 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 its principal trading market or exchange, or to register a sufficient number of shares of Common Stock) (a “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), the Company shall pay become liable for payment to each holder of Convertible Debentures Registrable Securities relating to such Registration Statement an amount in cash equal to one half of one percent (.5%) of the product aggregate outstanding principal amount of (i) the Initial Outstanding Principal Amount such Investor’s Term Notes (as such term is defined in the Convertible DebenturesSecurities Purchase Agreement) paid by 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 Investor for its Convertible Debentures multiplied by Filing Failure is cured; (ii) the product day of an Effectiveness Failure and on every thirtieth day (Ipro rated for periods totaling less than thirty (30) 0.0004166 multiplied by days) thereafter until such Effectiveness Failure is cured; and (IIiii) the sum initial day of a Maintenance Failure and on every thirtieth day (xpro rated for periods totaling less than thirty (30) the number of days after the Filing Deadline days) thereafter until such Maintenance Failure is cured; provided, however, that the Registration Statement is Additional Interest Amount shall be increased to one and one-half percent (1.5%) in the event such Filing Failure, Effectiveness Failure or Maintenance Failure has not filed with been cured on or before the SEC, plus (y) 90th day following the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statementdate 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 "“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 (y) the denominator of which shall be the number of Registrable Securities beneficially owned by the Investors 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, Effectiveness Failure or Maintenance Failure.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby (as determined on the date of this Agreement) and required to be filed by the Company pursuant to Section 2(a) or (b) of 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 (C) the Company does not file a request for acceleration of effectiveness of such Registration Statement to a time and date not later than 48 hours after the submission of such request within two (2) Business Days after the Company learns that no review of a particular Registration Statement will be made by the staff of the SEC or that the staff has no further comments on a particular Registration Statement and the National Association of Securities Dealers, Inc. (the “NASD”) shall have cleared such Registration Statement pursuant to the Rule 2710 of the NASD, (ii) on any day after such Registration Statement has been declared effective by the SEC Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable a Grace Period (as defined in Section 3(p3(l)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock), ) (a “Maintenance 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the product purchase price of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures multiplied by (ii) the product of (I) 0.0004166 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Investor’s Registrable Securities required to be included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (or partial period ) after a Filing Failure until such Filing Failure is cured; (ii) the day of an Effectiveness Failure and on every thirtieth day after an Effectiveness Failure until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure and on every thirtieth day (or partial period) after a Maintenance Failure until such Maintenance Failure is cured; provided, however, the aggregate amount of Registration Delay Payments shall not exceed twenty-four percent (24%) of the purchase price of such Investor’s Registrable Securities required to be included in such Registration Statement; provided, further, that amounts payable as Registration Delay Payments shall cease when the Investor no longer holds Debentures or Conversion Shares or in the event the Investor’s Conversion Shares or Warrant Shares can be immediately sold by the Investor in reliance on Rule 144(k). The payments to which a holder shall be entitled pursuant to this Section 2(f2(c) 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. 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 1.5% per month (prorated for partial months) until paid in full.”

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. 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 such Registration Statement has been declared effective by the SEC Effective Date and prior to the expiration of the Effective Period (as defined below) sales of all of the Registrable Securities required to be included on covered by such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined set forth in Section 3(p2.1(c) or due to a change in the Prospective Seller’s “plan of distribution” or the inaccuracy of any information provided by the Prospective Seller(s)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a the Company’s failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement Statement, to register a sufficient number of shares of Common Stock or to register sufficient maintain the listing of the shares of Common Stock), ) (a “Maintenance Failure”) then, as partial relief for the damages to any holder 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), the Company shall pay to each holder an increased interest rate of Convertible Debentures relating to such Registration Statement an 0.50% on the principal amount in cash equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures multiplied by (ii) the product of (I) 0.0004166 multiplied by (II) the sum of (x) the number of days after the Filing Deadline any Option Notes that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all are convertible into the Registrable Securities required registered, or available to be included registered, on a Registration Statement that is subject to such Registration StatementFiling 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), such interest to be paid in cash. The payments to which a holder an Investor shall be entitled pursuant to this Section 2(f2.1(b) are referred to herein as "“Registration Delay Payments." ” Such Registration Delay Payments shall will be paid on capitalized by adding to the earlier of (I) the last day outstanding principal amount from time to time of the calendar month during which Notes. Payment of such Registration Delay Payments are incurred by the Company shall be in addition to, and (II) shall not limit, the third Business Day after other remedies available to the Investor in the event or failure giving rise that the Company does not comply with this Article II with respect to the Registration Delay Payments is cured. In filing and effectiveness of the event the Company fails registration statement referred to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in fullherein.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 or (B) not declared effective by the SEC on or before the Effectiveness Deadline or (ii) on any day after such the Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or to register sufficient shares of Common Stock), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures Preferred Shares relating to such Registration Statement an amount in cash per such Preferred Share held equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures $10,000 multiplied by (ii) the sum of (A) .015, if the Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus (B) the product of (I) 0.0004166 .0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (zy) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement. The payments to which a holder shall be entitled pursuant to this Section 2(f2(e) are referred to herein as "Registration Delay PaymentsREGISTRATION 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. 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 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not (A) not filed with the SEC on or before the Filing Fling Deadline or (B) not declared effective by the SEC on or before the Effectiveness Deadline or (ii) on any day after such the Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(t))) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or to register sufficient shares of Common Stock), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement Replacement Warrants an amount in cash equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid aggregate number of Registrable Securities held by such Investor for its Convertible Debentures holder, multiplied by (ii) $5.00 (subject to adjustment for stock splits, stock dividends, stock combinations and other similar transaction after the date of this Agreement), multiplied by (iii) the sum of (A) 0.02, if the Registration Statement is not filed by the Filing Deadline, plus (B) 0.02, if the Registration Statement is not declared effective by the Effectiveness Deadline, plus, (C) the product of (I) 0.0004166 0.000667 multiplied by (II) the sum (without duplication) of (x) the number of days after the Filing Deadline that the such Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration StatementStatement pursuant to Section 2(e). The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as "Registration Delay PaymentsREGISTRATION 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. 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 1.5the lesser of 2.0% per month (prorated for partial months) or the highest lawful maximum interest rate, in each case, until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not (A) not filed A)filed with the SEC on or before the Filing Deadline or (B) not declared B)declared effective by the SEC on or before the Effectiveness Deadline or (ii) on any day after such the Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)below) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or to register sufficient shares of Common Stock), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement Preferred Shares an amount in cash per Preferred Share held equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures $10,000 multiplied by (ii) the sum of (A) 0.015, if the Registration Statement is not filed by the Filing Deadline, plus (B) 0.015, if the Registration Statement is not declared effective by the Effectiveness Deadline, plus, (C) the product of (I) 0.0004166 0.0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the such Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration StatementStatement pursuant to section 2(e). The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as "Registration Delay PaymentsREGISTRATION 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 Delayed Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in fullfull (or if lower, the maximum amount allowed under applicable law).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not (A) not filed with the SEC on or before the Filing Fling Deadline or (B) not declared effective by the SEC on or before the Effectiveness Deadline or (ii) on any day after such the Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(t))) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or to register sufficient shares of Common Stock), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures relating to such Registration Statement Notes an amount in cash equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in principal amount of the Convertible Debentures) paid Notes held by such Investor for its Convertible Debentures each holder multiplied by (ii) the sum of (A) 0.02, if the Registration Statement is not filed by the Filing Deadline, plus (B) 0.02, if the Registration Statement is not declared effective by the Effectiveness Deadline, plus, (C) the product of (I) 0.0004166 0.000667 multiplied by (II) the sum (without duplication) of (x) the number of days after the Filing Deadline that the such Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration StatementStatement pursuant to Section 2(e). The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as "Registration Delay PaymentsREGISTRATION 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. 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 1.5the lesser of 2.0% per month (prorated for partial months) or the highest lawful maximum interest rate, in each case, until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 or (B) not declared effective by the SEC on or before 30 days after the respective Effectiveness Deadline or (ii) on any day after such Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock), 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 applicable Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures Notes relating to such Registration Statement an amount in cash equal to the product of (i) the Initial Outstanding sum of (A) the aggregate Principal Amount (as such term is defined in the Convertible DebenturesNotes) paid convertible into Conversion Shares included in such Registration Statement of such Investor's Notes plus (B) the product of (x) the number of Exchange Shares, if any, included in such Registration Statement multiplied by such Investor for its Convertible Debentures (y) the Closing Sale Price (as defined in the Notes) on the applicable date of determination multiplied by (ii) the sum of (A) 0.015, if such Registration Statement is not filed by the applicable Filing Deadline, plus (B) 0.030, if such Registration Statement is not declared effective by 30 days after the applicable Effectiveness Deadline, plus (C) the product of (I) 0.0004166 0.0005 multiplied by (II) the sum of (x) the number of days after the applicable Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SECdays, plus (z) the number of days in each instance, after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statement. The payments to which a holder shall be entitled pursuant to this Section 2(f; plus (D) are referred to herein as "Registration Delay Payments." Registration Delay Payments shall be paid on the earlier sum of (x) the product of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and 0.001 multiplied by (II) the third Business Day number of days after the event or failure giving rise to 30th day through the 60th day after the applicable Effectiveness Deadline that the Registration Delay Payments Statement is cured. In not declared effective by the event SEC, plus (y) the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate product of 1.5% per month (prorated for partial months) until paid in full.I)

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 or (B) not declared effective by the SEC on or before the Effectiveness Deadline or (ii) on any day after such the Registration Statement has been declared effective by the SEC and prior to the termination of the Registration Period sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or to register sufficient shares of Common Stock), 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Convertible Debentures Preferred Shares relating to such Registration Statement an amount in cash per such Preferred Share held equal to the product of (i) the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures $100 multiplied by (ii) the product of (I) 0.0004166 .0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (zy) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement. 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 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. 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 1.5% per month (prorated for partial months) until paid in full.