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 of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (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, 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), 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 (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to Section 10.2, 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 Commission on or before the respective Filing Deadline (a “Filing Failure”) or (Bii) not declared effective by the SEC Commission on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (iib) on any day after the Effective Date Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)Period) 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 or 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 in satisfaction of the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)Stock, 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 (1.51.0%) of such holder’s Pro Rata Interest in the aggregate Total Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than 30 days) thereafter until such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than 30 days) thereafter until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty 30 days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) 10.3 are referred to herein as “Registration Delay Payments.;” provided that no such payment shall continue beyond the later of: (i) a period of six months, or (ii) one year from the Closing. The first such Registration Delay Payment shall be paid within three Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in , provided that no such payment shall continue beyond the Securities Purchase Agreement to the contrary later of: (i) no Registration Delay Payments shall be due and payable with respect to the Warrants a period of six months, or the Warrant Shares and (ii) in no event shall one year from the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase PriceClosing.

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 Section 1(b) of 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 for more than thirty days in any day after one calendar year during the Effective Date sales of all of the applicable Effectiveness Period, Registrable Securities required to be included on such that have previously been covered by an effective Registration Statement cannot be made (other than during are no longer covered by an Allowable Grace Period (as defined in Section 3(r)) pursuant to such effective Registration Statement (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, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”, and a Filing Failure, Effectiveness Failure and Maintenance Failure each being referred to herein as a “Failure”) then, as partial relief for in lieu of 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 and not as a penalty such Registrable Securities (which remedy payments shall not be the exclusive of any other remedies available at law under this Agreement or in equityunder applicable law), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Holder an amount in cash equal to one and one-half percent (1.5%) 0.75% of the aggregate Purchase Price (as such term is defined in original loan represented by the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of or, in the following dates: (i) the day case of a Filing Failure; , the Registrable Securities required by this Agreement to be included in such Registration Statement, (i) within five (5) Trading Days of a Failure and (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day monthly anniversary of such Failure (in each case, on a Filing Failure and thereafter (pro rated rata basis for periods totaling less than thirty 30 days) until such Filing Failure is cured; (v) on every thirtieth day after cured or the day end of an the Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure Period, whichever is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is curedearlier. The payments to which a holder each Holder shall be entitled pursuant to this Section 2(f1(d) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event If the Company fails to make Registration Delay Payments in a timely mannerwithin five (5) Business Days after the date payable, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) 18% per month (prorated for partial months) annum until paid in full. Notwithstanding anything to the contrary herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) Loan Agreement, in no event shall the Company be liable for aggregate amount of Registration Delay Payments of more than four percent (other than 4%) per annum of the aggregate original loan represented by the Registrable Securities included in a Registration Statement that is the subject of a Failure or, in any 30-day period, for Registration Delay Payments payable pursuant to events that are within the control in excess of the Company) exceed, in the aggregate, 100.75% of the aggregate Purchase Priceoriginal loan represented by the Registrable Securities included in a Registration Statement that is the subject of a Failure.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If If, during the period from the Closing Date until the second anniversary of the Closing Date (i) a the Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”") or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(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, to register a sufficient number of shares of Common Stock or to maintain the listing of the 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 and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) thereafter until such Filing Failure is cured; , and (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Failure is cured; , and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Maintenance Failure is cured. 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 day of the Filing Failure, Effectiveness Failure or the initial day of Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above and thirtieth day after the event or failure giving rise to a Registration Delay Payments occurs, or (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 or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% ten percent of the aggregate Purchase Price.

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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, 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), 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 (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company, such as solely for the purposes of an example, failure to file any registration statement required hereby) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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 or 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), subject to Section 2(g) hereof, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) contrary, in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase PricePrice of the Common Shares.

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(q)) 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, Statement or to register a sufficient number of shares of Common Stock or to 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 and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities Investor relating to such Registration Statement an amount in cash equal to (A) one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until the date such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until the date such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until date such Maintenance Failure is cured. The payments to which a holder an Investor shall be entitled to 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 dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in The parties agree that the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the maximum aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, an Investor under this Agreement shall be 10% of the aggregate purchase price paid by such Investor pursuant to the Purchase PriceAgreement.

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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective applicable Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) 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, 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), 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 (as such term is defined in the Securities Purchase Agreement) of such Investor’s Notes relating to the Registrable Securities required to be included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth 30th day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty 30 days) until such Filing Failure is cured; (vii) on every thirtieth 30th day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty 30 days) until such Effectiveness Failure is cured; and (viiii) on every thirtieth 30th day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty 30 days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above 30th day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. 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 two percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) contrary, in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) any Investor exceed, in the aggregate, 10% of the aggregate Purchase PricePrice of such Investor’s Notes.

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 the 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(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 or to register a sufficient number of shares of Common Stock or to maintain the listing a suspension or delisting of the Common StockStock 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 and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 the 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(r2.1(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, to register a sufficient number of shares of Common Stock or to 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 and not as a penalty (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 0.50% on the principal amount of any Option Notes that are convertible into the Registrable Securities relating registered, or available to be registered, on a Registration Statement that is subject to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; , Effectiveness Failure or Maintenance Failure for each thirty (ii30) the day of an period during which such Filing Failure, Effectiveness Failure; Failure or Maintenance Failure continues (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro pro-rated for periods any period totaling less than thirty (30) days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured). The payments to which a holder 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 the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise capitalized by adding to the Registration Delay Payments is curedoutstanding principal amount from time to time of the Notes. In the event the Company fails to make Registration Delay Payments in a timely manner, Payment of such Registration Delay Payments by the Company shall bear interest at be in addition to, and shall not limit, the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or other remedies available to the Investor in the Securities Purchase Agreement to event that the contrary (i) no Registration Delay Payments shall be due and payable Company does not comply with this Article II with respect to the Warrants or the Warrant Shares filing and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control effectiveness of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Priceregistration statement referred to herein.

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (made, other than during an Allowable Grace Period (as defined in Section 3(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 or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stockas determined in accordance with Section 2(d)) (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 and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), subject to Section 2(f) hereof, 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 (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(e) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above 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 (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) contrary, in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase PricePrice of the Common Shares. Notwithstanding the provisions of this Section 2(e), no Registration Delay Payments shall be payable with respect to any Registrable Securities excluded from a Registration Statement by the election of an Investor.

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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 or 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-one half percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) contrary, in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase PricePrice of the Notes.

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”"FILING FAILURE") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”"EFFECTIVENESS FAILURE") or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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 or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common StockShares) (a “Maintenance Failure”"MAINTENANCE FAILURE") then, unless such failure or delay has been directly caused by the failure of one or more Buyers to meet their obligations hereunder or is the direct result of delays resulting from the actions or inactions of the Legal Counsel, in connection as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty 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 Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-one half percent (1.5%) of the aggregate Purchase Price (as paid for such term is defined in the Securities Purchase Agreement) of such Investor’s Buyer's Registrable Securities included in such Registration Statement on each of the following dates: (i) on the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such after the initial day of a Filing Failure is cured; (v) on and every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Filing Failure is cured; and (viii) on every the thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) after the initial day of an Effectiveness Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Failure is cured; (iii) on the thirtieth day (pro rated for periods totaling less than thirty days) after the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Maintenance Failure is cured. 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.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 Commission on or before the respective Filing Deadline (a “Filing Failure”) or (Bii) not declared effective by the SEC Commission on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (iib) on any day after the Effective Date Effectiveness Deadline, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (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 or to register a sufficient number of shares of Common Stock common stock) or to maintain Rule 144 under the listing of the Common Stock) Act (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 and not as a penalty common stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half two percent (1.52.0%) of the aggregate Purchase Price (as such term is defined holder’s pro rata interest in the Securities Purchase Agreement) Price, as reflected on Annex I, attributable to the portion of such Investor’s the Registrable Securities included in such Registration Statement so affected by the Filing Failure or Maintenance Failure, as applicable, on each of the following dates: (i) the day of a Filing FailureFailure and monthly thereafter (pro rated for partial months) until such Filing Failure is cured, with a maximum penalty of twelve months applied to such holder’s pro rata interest in the Purchase Price; (ii) the day of an Effectiveness FailureFailure and monthly thereafter (pro rated for partial months) until such Effectiveness Failure is cured, with a maximum penalty of twelve months applied to such holder’s pro rata interest in the Purchase Price; and (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and monthly thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty dayspartial months) until such Maintenance Failure is cured, with a maximum penalty of twelve months applied to such holder’s pro rata interest in the Purchase Price. The payments to which a holder shall be entitled pursuant to this Section 2(f) 7.03 are referred to herein as “Registration Delay Payments.” The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half two percent (1.52.0%) per month (prorated for partial months) until paid in full. In addition, the Investors shall, among seeking other remedies, be entitled to seek injunctive relief compelling the Company to address the Filing Failure, Effectiveness Failure or the Maintenance Failure. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) foregoing, no Registration Delay Payments shall be due and payable accrue with respect regard to any portion of a Filing Failure or Maintenance Failure that occurs or continues after the Warrants or first anniversary of Closing, provided that the Warrant Shares and (ii) in no event shall Investors are then eligible to sell the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within Registrable Securities without limitation under Rule 144 under the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase PriceSecurities Act.

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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 or 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), 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 two percent (1.52%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) on the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such after the initial day of a Filing Failure is cured; (v) on and every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Filing Failure is cured; and (viii) on every the thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) after the initial day of an Effectiveness Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Failure is cured; (iii) on the thirtieth day (pro rated for periods totaling less than thirty days) after the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Maintenance Failure is cured. 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 dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) % per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to Section 7.02, if: (ia) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company Buyer pursuant to this Agreement is (A) not filed with the SEC Commission on or before the respective Filing Deadline (a “Filing Failure”); (b) or (B) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by Buyer pursuant to this Agreement is not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) ); or (iic) on any day after the date on which the Registration Statement is declared effective by the Staff (the “Effective Date Date”), sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (Period, as defined in Section 3(r)below) 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 or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Buyer Stock) (a “Maintenance Failure”) then, as partial relief for in satisfaction of the damages to any holder Seller by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)Shares, the Company Buyer shall pay to each holder of Registrable Securities relating to such Registration Statement Seller an amount in cash equal to one and one-half two percent (1.52%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) value of such Investor’s Registrable Securities included in such Registration Statement on each all of the following datesShares issued pursuant to this Agreement, determined with reference to the average closing stock price of Buyer Stock on the ten Trading Days ending one Trading Day prior to the Closing: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than 30 days) thereafter until such Filing Failure is cured; (ii) the initial day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than 30 days) thereafter until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty 30 days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured, with a maximum penalty of twelve months. The payments to which a holder Seller shall be entitled pursuant to this Section 2(f) 7.03 are referred to herein as “Registration Delay Payments.” The first such Registration Delay Payment shall be paid within three Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (IA) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (IIB) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company Buyer fails to make a Registration Delay Payments Payment in a timely manner, such Registration Delay Payments Payment shall bear interest at the rate of one and one-half two percent (1.52.0%) per month (prorated for partial months) until paid in full. In addition, the Seller shall, among seeking other remedies, be entitled to seek injunctive relief compelling the Buyer to address the Filing Failure, Effectiveness Failure or the Maintenance Failure. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) foregoing, no Registration Delay Payments shall be due and payable accrue with respect regard to any portion of a Filing Failure or Maintenance Failure that occurs or continues after the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control first anniversary of the Company) exceedCommencement Date, in provided that the aggregate, 10% of Seller is then eligible to sell the aggregate Purchase PriceRegistrable Securities without limitation under Rule 144 under the Securities Act.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. (a) If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”") or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of 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, to register a sufficient number of shares of Common Stock or to maintain the listing of the shares of Common Stock) (a “"Maintenance Failure”") then, as partial relief for the liquidated 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 and not as a penalty (which remedy shall not be the exclusive of any other remedies economic remedy available at law or in equitywith respect to Filing Failures, Effectiveness Failures and Maintenance Failures), 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 (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) thereafter until such Filing Failure is cured; (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Maintenance Failure is cured. If all of the Cutback Shares, if any, have not been registered on a Registration Statement which has been declared effective by the SEC on or before the six (6) month anniversary of the Closing Date (a "Cutback Failure") then, as liquidated damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell any Cutback Shares (which remedy shall be the exclusive economic remedy available with respect to Cutback Failures), the Company shall pay to each holder of Cutback Shares relating to such Registration Statement an amount equal to one half of a percent (0.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Cutback Shares included in such Registration Statement on the day of a Cutback Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Cutback Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(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, Cutback Failure or the initial day of Maintenance Failure, as applicable, and thereafter on the earlier of (I) on the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. The date such Registration Delay Payments are due shall be referred to herein as a "Registration Delay Payments Payment Date." In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) contrary, in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 1024% of the aggregate Purchase Price.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to Section 7(b), if either: (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 is: (Ai) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) ), or (Bii) not declared effective by the SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”) ), or (iib) on any day during the Reporting Period and after the Registration Effective Date Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (i) during an Allowable Grace Period (as defined in Section 3(r)below) or (ii) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or 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 in addition to any holder by reason of any such delay in other rights the holders may have under this Agreement, the Warrants, the schedules and exhibits attached hereto and thereto (collectively, the “Transaction Documents”) or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)under applicable law, 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 (1.51.0%) of such holder’s Pro Rata Interest in the aggregate Aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (ix) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter on every thirtieth (pro rated 30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (vy) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth (pro rated 30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (viz) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth (pro rated 30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f7(c) are referred to herein as “Registration Delay Payments.” ”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section 7(c) exceed six percent (6%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the New Registrable Securities or the Additional Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement Section 2 is (A) not filed with the SEC on or before the respective applicable Filing Deadline (a “Filing Failure”"FILING FAILURE") or (B) filed with the SEC but not declared effective by the SEC on or before the respective applicable Effectiveness Deadline (an “Effectiveness Failure”"EFFECTIVENESS FAILURE") or (ii) on any day after the Effective Date sales of all of the such Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3.19)) 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, 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 or to maintain the listing of the Common Stock) (a “Maintenance Failure”"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 and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of New Registrable Securities or Additional Registrable Securities, as applicable, relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) purchase price of such Investor’s Registrable Securities included in such Registration Statement 's Initial Preferred Shares and Initial Warrants or Additional Preferred Shares and Additional Warrants, respectively, on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured; PROVIDED, that the maximum amount payable by the Company pursuant to this Section 2.3 with respect to such Registration Statement shall not exceed 10% of the aggregate purchase price of such Investor's Registrable Securities included in such Registration Statement. The payments to which a holder shall be entitled pursuant to this Section 2(f) 2.3 are referred to herein as “Registration Delay Payments"REGISTRATION DELAY PAYMENTS.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of each calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest interest, from the date the Registration Delay Payment was due until the date such Registration Delay Payment is paid in full, at the rate of one and one-half ten percent (1.510%) per month (prorated for partial months) until paid in fullannum. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no herein, the Company shall not be required to pay any Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable extent that such registration is required to be made pursuant to events a Registration Statement on Form S-1 for the sole reason that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase PriceForm S-3 is unavailable to such registration.

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 Registration Amount required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”") or (ii) on any day after the respective Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of 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, 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), (A) the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) contrary, in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% eighteen percent (18%) of the aggregate Purchase PricePrice of the Common Shares.

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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, 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), 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 (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) thereafter until such Filing Failure is cured; (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Failure is cured; provided, however, if an Effectiveness Failure occurs and there has been an SEC review of the Registration Statement, Registration Delay Payments will begin to accrue on the date 90 days from the Closing Date; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “"Registration Delay Payments.” ". Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or to the contrary, in no event shall the Securities Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Agreement Price for all Investors (the "Registration Delay Payments Cap"). Any amount in excess of the Registration Delay Payments Cap (the "Excess Registration Delay Payments") shall cause the Conversion Price of the Investor's Notes to be lowered by an amount equal to the quotient of the amount of such Investors Excess Registration Delay Payments divided by the then outstanding amount of such Investor's Notes. Notwithstanding anything to the contrary contained herein, (iy) in no event shall the Company be liable for any damages in connection with the Warrant or Warrant Shares and (z) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount any Registrable Securities excluded from a Registration Statement by election of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Pricean Investor.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If If: (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(m)) pursuant to such 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, 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 liquidated damages (and in complete satisfaction and to the damages exclusion of any claims or remedies inuring to any holder of Registrable Securities) to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)Stock, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement their pro rata portion (based on the amount of Registrable Securities held) an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s paid by the applicable Investor for the Registrable Securities included in such Registration Statement on each of the following dates: (i) 20 days following the day date of a Filing Failure; (ii) 20 days following the day date of an Effectiveness Failure; (iii) 30 days following the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder of Registrable Securities shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth 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 or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) contrary, in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, ten percent (10% %) of the aggregate Purchase PricePrice paid by all Investors pursuant to the Securities Purchase Agreement.

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 the 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(r3(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 or to register a sufficient number of shares of Common Stock or to maintain the listing a suspension or delisting of the Common StockStock 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 and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(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 dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective applicable Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)3.16) pursuant to such Registration Statement or otherwise (including, without limitation, because of 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, 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)) and not as a penalty, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) 1.0% of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of paid by such Investor’s Registrable Securities included in such Registration Statement Purchaser on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth 30th day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty 30 days) until the earlier of (x) the date as of which the Investors may sell all of the Registrable Securities without limitation or restriction pursuant to Rule 144 (or any successor thereto) promulgated under the Securities Act (“Rule 144”) and (y) the date on which such Filing Failure is cured; (vii) on every thirtieth 30th day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty 30 days) until the earlier of (x) the date as of which the Investors may sell all of the Registrable Securities without limitation or restriction pursuant to Rule 144 and (y) the date on which such Effectiveness Failure is cured; and (viiii) on every thirtieth 30th day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.30

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) filed with the SEC but not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (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, 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 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 of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half two percent (1.52.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half two percent (1.52.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary contrary, (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase PricePrice of the Common Shares.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to Section 4.13(b), if either: (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 is: (Ai) not filed with the SEC Commission on or before the respective Filing Deadline (a “Filing Failure”) ), or (Bii) not declared effective by the SEC Commission on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) ), or (iib) on any day during the Reporting Period and after the Effective Date Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (i) during an Allowable Grace Period (as defined in Section 3(r)below) or (ii) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or 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 in addition to any holder by reason of any such delay in other rights the holders may have under the Transaction Documents or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)under applicable law, 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 (1.51.0%) of such holder’s Pro Rata Interest in the aggregate Aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (ix) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter on every thirtieth (pro rated 30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (vy) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth (pro rated 30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (viz) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth (pro rated 30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f4.13(c) are referred to herein as “Registration Delay Payments.” ”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section 4.13(c) exceed six percent (6%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) 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, 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), 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 two percent (1.52.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement Statement, on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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 or 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), 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 two percent (1.52.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) contrary, in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase PricePrice of the Notes.

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(q)) 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, Statement or to register a sufficient number of shares of Common Stock or to 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 and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities Investor relating to such Registration Statement an amount in cash equal to (A) one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until the date such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until the date such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until date such Maintenance Failure is cured. The payments to which a holder an Investor shall be entitled to 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 dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in The parties agree that the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the maximum aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, an Investor under this Agreement shall be 10% of the aggregate purchase price paid by such Investor pursuant to the Purchase PriceAgreement.

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 (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 (iib) on any day after the Effective Date Registration Statement has been declared effective by the SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) 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 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Preferred Shares an amount in cash equal to one and one-half percent (1.5%) 3.5% of the aggregate Purchase Price for such Preferred Shares per month for the first month of delay (as such term is defined prorated for a partial month) (which first month shall commence on the date 90 days after the Closing Date), and for each month of delay (prorated for partial months) thereafter, the Company shall pay to each holder of Preferred Shares an amount in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each cash equal to 1.5% of the following dates: (i) the day Purchase Price for such Preferred Shares per month for each such month of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cureddelay. The payments to which a holder shall be entitled pursuant to this Section 2(f) SECTION 2 are referred to herein as “Registration Delay Payments"REGISTRATION DELAY PAYMENTS.” " Registration Delay Payments shall be paid on the earlier of (Ia) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (IIb) the third Business Day business day after the event or failure giving rise to the Registration Delay Payments is cured. In the event If the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) % per month (prorated for partial months) until paid in full. Notwithstanding anything herein or The Company promptly shall deliver to the Investors copies of any SEC comments pertaining to the Registration Statement and the Company shall respond to the SEC comments within five Business Days of the Company's receipt of the SEC comments. In addition to the Registration Delay Payments, any amounts with respect to which the Investors have forbeared from exercising any rights as set forth in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due Forbearance Agreement dated as of September 1, 2003 among the Company and payable with respect to certain of the Warrants or the Warrant Shares and Investors; (ii) the Retained Notes; and (iii) the Certificate of Designation shall become, without further action of any party immediately due and payable, and any waivers or releases granted by the Investors in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control connection with any of the Company) exceed, in the aggregate, 10% foregoing shall be deemed to be null and void and of the aggregate Purchase Priceno force or effect.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to Section 10.02, if either: (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 Commission on or before the respective Filing Deadline (a “Filing Failure”) or (Bii) not declared effective by the SEC Commission on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) ); or (iib) on any day during the Reporting Period and after the Effective Date Effectiveness Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (i) during an Allowable Grace Period or (as defined in Section 3(r)ii) if the Registration Statement is on Form S-1, for a period of 15 days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or 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 in satisfaction of the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)Stock, 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%) 1.0% of such holder’s Pro Rata Interest in the aggregate Aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (ix) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter on every 30th day (pro rated prorated for periods totaling less than thirty 30 days) thereafter until such Filing Failure is cured; (vy) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every 30th day (pro rated prorated for periods totaling less than thirty 30 days) thereafter until such Effectiveness Failure is cured; and (viz) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every 30th day (pro rated prorated for periods totaling less than thirty 30 days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) 10.03 are referred to herein as “Registration Delay Payments.;” provided that no Registration Delay Payments shall be required following the termination of the Reporting Period, and provided further that in no event shall the aggregate Registration Delay Payments accruing under this Section 10.03 exceed 6% of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six months). The first such Registration Delay Payment shall be paid within three Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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 or 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), 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 (1.51%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) thereafter until such Filing Failure is cured; (vii) on the thirtieth day after an Effectiveness Failure and on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Maintenance 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 dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) 1.0% per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 during the Registration Period, and after the Effective Date Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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 or 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 Investor by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities Investor relating to such Registration Statement an amount in cash equal to (A) one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until the date such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until the date such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until date such Maintenance Failure is cured. The payments to which a holder an Investor shall be entitled pursuant to this Section 2(f) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) contrary, no Registration Delay Payments shall be due and payable accrue with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceedCutback Shares, in the aggregate, 10% of the aggregate Purchase Priceif any.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If either: (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 is: (Ai) not filed with the SEC Commission on or before the respective Filing Deadline (a “Filing Failure”) ), or (Bii) not declared effective by the SEC Commission on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) ), or (iib) on any day during the Reporting Period and after the Effective Date Effectiveness Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (i) during an Allowable Grace Period or (as defined in Section 3(r)ii) if the Registration Statement is on Form S-1, for a period of 15 days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or 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 in satisfaction of the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)Stock, 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%) 0.5% of the aggregate Purchase Price (as principal amount of the Notes held by such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement holder on each of the following dates: (ix) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter on every thirtieth day (pro rated prorated for periods totaling less than thirty 30 days) thereafter until such Filing Failure is cured; (vy) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated prorated for periods totaling less than thirty 30 days) thereafter until such Effectiveness Failure is cured; and (viz) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated prorated for periods totaling less than thirty 30 days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) 13.2 are referred to herein as “Registration Delay Payments.” ”; provided that no Registration Delay Payments shall be required following the termination of the Reporting Period, and provided further that in no event shall the aggregate Registration Delay Payments accruing under this Section 13.2 exceed 3% of the principal amount of the Notes (i.e., corresponding to a total delay of up to six months). The first such Registration Delay Payment shall be paid within three Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to Section 9.02, if either: (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 Commission on or before the respective Filing Deadline (a “Filing Failure”) or (Bii) not declared effective by the SEC Commission on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) ); or (iib) on any day during the Reporting Period and after the Effective Date Effectiveness Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (i) during an Allowable Grace Period or (as defined in Section 3(r)ii) if the Registration Statement is on Form S-1, for a period of 15 days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or 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 in satisfaction of the damages to any holder the Purchaser by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)Stock, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement the Purchaser an amount in cash equal to one and one-half percent (1.5%) 1.0% of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (ix) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter on every 30th day (pro rated prorated for periods totaling less than thirty 30 days) thereafter until such Filing Failure is cured; (vy) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every 30th day (pro rated prorated for periods totaling less than thirty 30 days) thereafter until such Effectiveness Failure is cured; and (viz) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every 30th day (pro rated prorated for periods totaling less than thirty 30 days) thereafter until such Maintenance Failure is cured. The payments to which a holder the Purchaser shall be entitled pursuant to this Section 2(f) 9.03 are referred to herein as “Registration Delay Payments.;” provided that no Registration Delay Payments shall be required following the termination of the Reporting Period, and provided further that in no event shall the aggregate Registration Delay Payments accruing under this Section 9.03 exceed 6% of the Purchase Price (i.e., corresponding to a total delay of six months). The first such Registration Delay Payment shall be paid within three Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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) filed with the SEC but not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (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 or 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash cash, without duplication, equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) after a Filing Failure until such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.as

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable (I) 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(a)(3) of the 1933 Act and ending on the earlier of (x) the thirtieth (30th) day after such date and (y) the date on which such post-effective amendment is declared effective by the SEC or (II) a Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or failure to register a sufficient number of shares of Common Stock or to maintain the listing of the Common StockOrdinary Shares) (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 and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)Ordinary Shares, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price Subscription Price) (as such term is defined in the Securities Purchase Subscription 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; within five (ii5) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day Business Days of a Filing Failure and thereafter on every thirtieth day (pro rated for periods totaling less shorter than thirty (30) days) thereafter until such Filing Failure is cured; (vii) on every thirtieth day after the day within five (5) Business Days of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less shorter than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (viiii) and on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less shorter than thirty (30) days) following a Maintenance Failure until such Maintenance Failure is curedcured (which payments shall be exclusive remedies available under this Agreement or under applicable law). 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 dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely mannerwithin five (5) Business Days after the date payable, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated pro rated for partial monthsshorter periods) until paid in full. Notwithstanding anything to the contrary herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) Subscription Agreement, in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company’s control) exceed, in the aggregate, 10% of the aggregate Purchase PriceSubscription Price of the New Ordinary Shares.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (ia) Subject to Section 4.2, if either: (a) a Registration Statement covering all of the Registrable Securities Shares required to be covered thereby and required to be filed by the Company pursuant to this Agreement is is: (Ai) not filed with the SEC Commission on or before the respective Filing Deadline (a “Filing Failure”) ), or (Bii) not declared effective by the SEC Commission on or 20 before the respective Effectiveness Deadline (an “Effectiveness Failure”) ), or (iib) on any day during the Reporting Period and after the Effective Date Effectiveness Date, sales of all of the Registrable Securities Shares required to be included on such Registration Statement cannot be made (other than (i) during an Allowable a Grace Period or (as defined in Section 3(r)ii) pursuant to such if the Registration Statement (includingis on Form S-1, without limitation, because for a period of 15 days following the date the Company files a failure post-effective amendment to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain incorporate the listing of the Common StockCompany’s Annual Report on Form 10-K) (a “Maintenance Failure”) ), then, as partial relief for in satisfaction of the damages 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 and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)Stock, the Company shall pay to each holder of Registrable Securities Purchaser relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) 1.0% of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (ix) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter on every thirtieth day (pro rated prorated for periods totaling less than thirty 30 days) thereafter until such Filing Failure is cured; (vy) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated prorated for periods totaling less than thirty 30 days) thereafter until such Effectiveness Failure is cured; and (viz) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated prorated for periods totaling less than thirty 30 days) thereafter until such Maintenance Failure is cured. The payments to which a holder Purchaser shall be entitled pursuant to this Section 2(f) 4.5 are referred to herein as “Registration Delay Payments.” ”; provided that no Registration Delay Payments shall be required following the termination of the Reporting Period, and, provided, further, that in no event shall the aggregate Registration Delay Payments accruing under this Section 4.5 exceed 6.0% of Purchaser’s interest in the aggregate Purchase Price (i.e., corresponding to a total delay of six months). The first such Registration Delay Payment shall be paid within three Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 Parent pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”) or "), (ii) on any day after the applicable Effective Date until the two year anniversary of the Closing 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(r3(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, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “"Maintenance Failure”") or (iii) any Common Shares (including the Common Shares exercisable upon issuance of the Additional Warrants), on and after 121 days after they are issued, are not freely tradeable under applicable Ontario provincial securities laws (a "Qualification Failure") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty Shares (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company Parent shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half two percent (1.52%) of the aggregate Purchase Price (as such term is defined in the relevant Securities Purchase Agreement) of such Investor’s 's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) after an Effectiveness Failure commences until such Filing Effectiveness Failure is cured; (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) after a Maintenance Failure commences until such Effectiveness Maintenance Failure is cured; cured and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) after a Qualification Failure commences until such Maintenance Qualification 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.” " For avoidance of doubt, the parties acknowledge and agree that Registration Delay Payments shall apply regardless of any action or inaction by the SEC, the CSA, the TSX (as defined in the relevant Securities Purchase Agreement) or any applicable governmental entity (whether considered capricious or otherwise by the Parent and whether in the control of the Parent or otherwise (including Registration Delay Payments caused by force majeure)). Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above thirtieth Business Day after the day such Registration Delay Payments are accrued or incurred pursuant to the previous sentence 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 Parent fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) % per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to Section 10.2, if either: (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 is: (Ai) not filed with the SEC Commission on or before the respective Filing Deadline (a “Filing Failure”) ), or (Bii) not declared effective by the SEC Commission on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) ), or (iib) on any day during the Reporting Period and after the Effective Date Effectiveness Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (i) during an Allowable Grace Period or (as defined in Section 3(r)ii) if the Registration Statement is on Form S-1, for a period of 15 days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or 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 in satisfaction of the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)Stock, 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%) 1.0% of such holder’s Pro Rata Interest in the aggregate Aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (ix) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter on every thirtieth day (pro rated prorated for periods totaling less than thirty 30 days) thereafter until such Filing Failure is cured; (vy) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated prorated for periods totaling less than thirty 30 days) thereafter until such Effectiveness Failure is cured; and (viz) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated prorated for periods totaling less than thirty 30 days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) 10.3 are referred to herein as “Registration Delay Payments.” ”; provided that no Registration Delay Payments shall be required following the termination of the Reporting Period, and provided further that in no event shall the aggregate Registration Delay Payments accruing under this Section 10.3 exceed 6% of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six months). The first such Registration Delay Payment shall be paid within three Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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 or to register a sufficient number of shares 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 by reason of any such delay in or reduction of its ability to sell the underlying shares Shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-a half percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.as

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 applicable Filing Deadline (a “Filing Failure”"FILING FAILURE") or (B) filed with the SEC but not declared effective by the SEC on or before the respective applicable Effectiveness Deadline (an “Effectiveness Failure”"EFFECTIVENESS FAILURE") or (ii) on any day after the applicable Effective Date Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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, 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 or to maintain the listing of the Common Stock) (a “Maintenance Failure”"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 and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Investor which holds Notes an amount in cash equal to one and one-half two percent (1.52.0%) of the aggregate Purchase Price (as principal amount of the Notes held by such term is defined in Investor immediately following the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement Closing Date on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder an Investor shall be entitled pursuant to this Section 2(f2.2(g) are referred to herein as “"REGISTRATION DELAY PAYMENTS." For the avoidance of doubt, no Registration Delay Payments.” Payments may be made unless specifically allowed by the Intercreditor Agreement. Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half two percent (1.52.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement Agreements to the contrary contrary, (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate principal amount of the Notes issued on the Closing Date pursuant to the Securities Purchase PriceAgreements.

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) 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, to register a sufficient number of shares of Common Stock or to maintain the listing of the 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 and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Investment Agreement) of such Investor’s Buyer's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) thereafter until such Filing Failure is cured; cured and (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Failure is cured; cured and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Maintenance 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 day of the Filing Failure, Effectiveness Failure or the initial day of Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments 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. Notwithstanding anything herein or in the Securities Purchase Investment Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, ten percent (10% %) of the aggregate Purchase Price.

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 the applicable Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (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 or 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), 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 (1.51%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) thereafter until such Filing Failure is cured; (vii) on the thirtieth day after an Effectiveness Failure and on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Maintenance 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 dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) 1.0% per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to Section 4.4, if either: (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 is: (Ai) not filed with the SEC Commission on or before the respective Filing Deadline Date (a “Filing Failure”) ), or (Bii) not declared effective by the SEC Commission on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) ), or (iib) on any day after the Effective Date Effectiveness Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)Period) pursuant to such Registration Statement (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, 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 in satisfaction of the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)Stock, the Company shall pay to each holder Purchaser 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 (as such term is defined in the Securities Purchase Agreement) 1.0% of such InvestorPurchaser’s Registrable Securities included in such Registration Statement aggregate purchase price then paid through each applicable closing on each of the following dates: (ix) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter on every thirtieth day (pro rated prorated for periods totaling less than thirty 30 days) thereafter until such Filing Failure is cured; (vy) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated prorated for periods totaling less than thirty 30 days) thereafter until such Effectiveness Failure is cured; and (viz) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated prorated for periods totaling less than thirty 30 days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) 4.3 are referred to herein as “Registration Delay Payments.” ”; provided that in no event shall the aggregate Registration Delay Payments accruing under this Section 4.3 exceed 10% of a Purchaser’s aggregate purchase price then paid. The first such Registration Delay Payment shall be paid within three Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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 or 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 Investor by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities Investor relating to such Registration Statement an amount in cash equal to (A) one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until the earlier of the sixtieth day thereafter and the date such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until the earlier of the sixtieth day thereafter and the date such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) thereafter until the earlier of the sixtieth day thereafter and the date such Maintenance Failure is cured and (B) two percent (2.0%) of the aggregate Purchase Price of such Investor’s Registrable Securities indicated in such Registration Statement on each of the following dates: (i) on every thirtieth day following the sixty-first day following such Filing Failure (pro rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (vii) on every thirtieth day after following the sixty-first day of an following such Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty (30) days) until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after following the initial sixty-first day of a following such Maintenance Failure and thereafter (pro rated for periods totaling less than thirty (30) days) until such Maintenance Failure is cured. The payments to which a holder an Investor shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) contrary, in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, ten percent (10% %) of the aggregate Purchase PricePrice of the Notes.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to Section 10.2, 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 (A) not filed with the SEC Commission on or before the respective Filing Deadline (a “Filing Failure”); (b) or (B) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) ); or (iic) on any day after the Effective Date Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (Period, as defined in Section 3(r)below) 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 or 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 in satisfaction of the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)Stock, 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 (1.51%) of such holder’s Pro Rata Interest in the aggregate Total Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the initial day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than 30 days) thereafter until such Filing Failure is cured; (ii) the day initial of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than 30 days) thereafter until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty 30 days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured, with a maximum penalty of twelve months. The payments to which a holder shall be entitled pursuant to this Section 2(f) 10.3 are referred to herein as “Registration Delay Payments.” The first such Registration Delay Payment shall be paid within three Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (IA) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (IIB) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make a Registration Delay Payments Payment in a timely manner, such Registration Delay Payments Payment shall bear interest at the rate of one and one-half percent (1.51%) per month (prorated for partial months) until paid in full. In addition, the Seller shall, among seeking other remedies, be entitled to seek injunctive relief compelling the Company to address the Filing Failure, Effectiveness Failure or the Maintenance Failure. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) foregoing, no Registration Delay Payments shall be due and payable accrue with respect regard to any portion of a Filing Failure or Maintenance Failure that occurs or continues after the Warrants or first anniversary of Closing, provided that the Warrant Shares and (ii) in no event shall Investors are then eligible to sell the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within Registrable Securities without limitation under Rule 144 under the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase PriceSecurities Act.

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(q)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, effective or a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty 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 Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until the earlier of the date such Filing Failure is cured and the date all of the Registrable Securities may be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) promulgated under the 1933 Act; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until the earlier of the date such Effectiveness Failure is cured and the date all of the Registrable Securities may be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) promulgated under the 1933 Act; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (v) on every thirtieth day after the day earlier of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until date such Maintenance Failure is curedcured and the date all of the Registrable Securities may be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) promulgated under the 0000 Xxx. 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 day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above and thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred, (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is curedcured and (III) the date all of the Registrable Securities may be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) promulgated under the 1933 Act. 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 (1.51.0%) per month (prorated for partial months) until paid in fullfull but in no event in excess of the maximum amount of interest permissible under applicable law. Notwithstanding anything herein or to the contrary, in no event shall the Securities Registration Delay Payments exceed twelve percent (12.0%) of the aggregate Purchase Agreement Price for all Investors (the “Registration Delay Payments Cap”). Any amount in excess of the Registration Delay Payments Cap (the “Excess Registration Delay Payments”) shall cause the Conversion Price of the Investor’s Notes to be lowered by an amount equal to the quotient of the amount of such Investors Excess Registration Delay Payments divided by the then outstanding amount of such Investor’s Notes. Notwithstanding anything to the contrary (i) contained herein, no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount any Registrable Securities excluded from a Registration Statement by election of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Pricean Investor.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. (i) If (iA) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (Ax) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (By) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (iiB) on any day after the an Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of 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, to register a sufficient number of shares of Common Stock Conversion Shares or to maintain the listing of the Common StockShares) (a “Maintenance Failure”) then, as partial relief for the liquidated 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 and not as a penalty Conversion Shares covered thereby (which remedy shall not be the exclusive of any other remedies economic remedy available at law or in equitywith respect to Filing Failures, Effectiveness Failures and Maintenance Failures), the Company shall pay to each holder of Registrable Securities relating to covered by such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Aggregate Purchase Price (as such term is defined in the Securities Note Purchase AgreementAgreements) of such InvestorPurchaser’s Registrable Securities included in such Registration Statement on each of the following dates: (iI) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Filing Failure is cured; (vII) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Failure is cured; and (viIII) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Maintenance Failure is cured. If all of the Holdback Shares, if any, have not been registered on an Additional Registration Statement which has been declared effective by the SEC on or before one hundred and fifty (150) days after the Additional Filing Date (a “Holdback Failure”) then, as liquidated damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell any Holdback Shares (which remedy shall be the exclusive economic remedy available with respect to Holdback Failures), the Company shall pay to each holder of Holdback Shares relating to such Registration Statement an amount equal to one half of a percent (0.5%) of the Aggregate Purchase Price (as such term is defined in the Note Purchase Agreements) of such Purchaser’s Holdback Shares not included in such Additional Registration Statement on the day of a Holdback Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Holdback 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.” Each date a Registration Delay Payments Payment is due shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise referred to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in herein as a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.“

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) 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, 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), 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 (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement Statement, on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iiiii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (viii) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viiv) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) foregoing, no Registration Delay Payments shall be due and payable with respect pursuant to this Section 2(g) (i) if the relevant failure is a result of an SEC review of the applicable Registration Statement where the SEC comments relate solely to the Warrants application of Rule 415 by the SEC or the Warrant Shares and (ii) in no event shall if the aggregate amount relevant failure is a result of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Priceforce majeure.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to Section 10.2, 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 Commission on or before the respective Filing Deadline (a “Filing Failure”) or (Bii) not declared effective by under the SEC Securities Act on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (iib) on any day during the Registration Period and after the Effective Date Date, sales of all of the Registrable Securities required to be included on in such Registration Statement cannot be made (other than (i) during an Allowable Grace Period or (as defined in Section 3(r)ii) if the Registration Statement is on Form S-1, for a period of 15 days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or 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 in satisfaction of the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)Stock, 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 (1.51.0%) of such holder’s Pro Rata Interest in the aggregate Total Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: dates (subject to the provisos to the immediately following sentence): (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than 30 days) thereafter until such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than 30 days) thereafter until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty 30 days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) 10.3 are referred to herein as “Registration Delay Payments.;” provided that no Registration Delay Payments shall be required following the termination of the Registration Period, and provided further that in no event shall the aggregate Registration Delay Payments accruing under this Section 10.3 exceed ten percent (10%) of a holder’s Pro Rata Interest in the Total Purchase Price. The first such Registration Delay Payment shall be paid within three Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated pro rated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 applicable Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date Registration Statement has been declared effective by the SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(m))) pursuant to such the Registration Statement (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 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Buyer then holding Registrable Securities relating to (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 one and one-half two percent (1.52%) of the aggregate portion of the Purchase Price (as attributable to such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities (or Preferred Shares or Warrants that are exercisable for, directly or indirectly, Registrable Securities) then held by such Buyer, for each thirty (30) day period the applicable Registration Statement is not effective or available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included in on such Registration Statement on each of the following dates: (i) the day of or a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (lesser pro rated for periods totaling rata payment amount if such period is less than thirty (30) days) until such Filing Failure ); 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 cured; (v) on every thirtieth day after caused by the day 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 Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty daysunderwriter's cut-back under Section 2(h) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is curedhereof. 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.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Delayed Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)2.5) 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 or 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty 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 Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half two percent (1.52.0%) of the aggregate pro-rata portion of the Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (vii) on every the thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (viiii) on every the thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) 2.3 are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be capped at 10% of the total Purchase Price outstanding in any 12 month period. Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) of the total amount of the Registration Delay Payments per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) foregoing, no Registration Delay Payments shall be due and or payable with respect if any delay or failure to file a Registration Statement or Maintenance Failure is directly caused by statements, omissions, action or inaction solely on the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control part of the Company) exceed, in the aggregate, 10% of the aggregate Purchase PriceBuyer.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If 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 declared effective by the SEC on or before the Initial Effectiveness Deadline (an "Initial Effectiveness Failure") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the 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 Registrable Securities relating to such Registration Statement an amount in cash equal to two and one half percent (2.5%) of the aggregate Purchase Price of such Investor's Registrable Securities included in such Registration Statement (minus any Registration Delay Payments previously paid to such holder) on (B) every thirtieth day (pro rated for periods totaling less than thirty days) from the date of an Initial Effectiveness Failure until such Initial Effectiveness Failure is cured; provided, however, Registration Delay Payments (as defined below) will be deemed to have begun to accrue for such Initial Effectiveness Failure on May 15, 2006. 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 respective Subsequent Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Subsequent Effectiveness Deadline (an “a "Subsequent Effectiveness Failure”") or (ii) on any day after the 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(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 or to register a sufficient number of shares of Common Stock ADRs), (B) the Registrable Securities are not listed or to maintain included for quotation on an Eligible Market (as defined in the listing Notes) or trading of the Common StockADRs 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 and not as a penalty 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 Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-one half percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities included in such Registration Statement on each of the following dates: (iA) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (vB) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) from the date of a Subsequent Effectiveness Failure until such Subsequent Effectiveness Failure is cured; cured and (viC) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) from the date of a Maintenance Failure until such Maintenance 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 dates set forth above 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 one and one-half percent (1.5%) 1.0% per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)Period) 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, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) Stock (a “Maintenance Failure”) then, as partial relief for the damages to any holder the Lender by reason of any such delay in or reduction of its ability to sell the underlying applicable shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay shall, on the 91st day following the Closing Date or the 61st day following the initial filing of the Registration Statement, as applicable, and each 121st day thereafter, as applicable, issue to each holder the Lender warrants (“Registration Delay Warrants”) to purchase a number of Registrable Securities relating to such Registration Statement an amount in cash shares of Common Stock equal to one and one-half five percent (1.55%) of the aggregate Purchase Price number of Shares and Warrant Shares (as such term if the Warrant is defined in required to be issued pursuant to the Securities Purchase Loan Restructuring Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid Warrant Shares”), with an exercise price and on the earlier of (I) same terms as the dates set forth above and (II) the third Business Day after the event or failure giving rise warrants issued to the Registration Delay Payments is cured. In investors in the event Private Offering pursuant to Section 10.c of the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at Subscription Agreement (which Section may not be amended without the rate prior written consent of one and one-half percent (1.5%) per month (prorated for partial months) until paid in fullthe Lender). Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary foregoing, (i) no Registration Delay Payments Warrants shall be due and payable with respect NY:1316208.10 issuable pursuant to this Section 2(g) if (A) the relevant failure is a result of an SEC review of the applicable Registration Statement where the SEC comments relate solely to the Warrants application of Rule 415 by the SEC or (B) the Warrant Shares relevant failure is a result of a force majeure and (ii) in no event shall the aggregate amount of Company be required to issue to the Lender Registration Delay Payments (other than Registration Delay Payments payable pursuant Warrants to events that are within the control of the Company) exceedpurchase, in the aggregate, 10a number of shares of Common Stock in excess of seventy-five percent (75%) of the Shares and the Warrant Shares (if the Warrant is required to be issued pursuant to the Loan Restructuring Agreement) (without giving effect to any limitations on exercise thereof). The Company shall use its best efforts to include the sale of the Registration Delay Warrants and the Registration Delay Warrant Shares in any Registration Statement filed pursuant to this Agreement and any amendments or supplements thereto. Notwithstanding anything set forth herein to the contrary, at the Lender’s option, any Registration Delay Warrants issuable hereunder may include a limitation on the exercise of the Registration Delay Warrants to the extent that, after giving effect to such exercise, the Lender, together with its affiliates, would beneficially own in excess of 9.90% of the aggregate Purchase Priceshares of Common Stock outstanding immediately after giving effect to such exercise, and that the Lender shall have the right to increase or decrease such amount from time to time to any other percentage with sixty-one (61) days’ prior notice.

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace a Delay Period (as defined in compliance with Section 3(r3(n)) 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 or 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), 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 (1.51.00%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(d) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above 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 (1.51.00%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) contrary, in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% seven and a half percent (7.50%) of the aggregate Purchase PricePrice of the Common Shares.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities or Secondary Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (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 or 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities or Secondary Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) thereafter until such Filing Failure is cured; (vii) on the thirtieth day after an Effectiveness Failure and on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Maintenance 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 dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) 1.0% per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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 or 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), 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 (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” The first such Registration Delay Payment shall be paid on the date one hundred and twenty (120) days after the event or failure giving rise to such Registraton Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) contrary, in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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 or to register a sufficient number of shares 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 by reason of any such delay in or reduction of its ability to sell the underlying shares Shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), 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 two percent (1.52%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) thereafter until such Filing Failure is cured; (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Maintenance 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 dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) % per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable (I) 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(a)(3) of the 1933 Act and ending on the earlier of (x) the thirtieth (30th) day after such date and (y) the date on which such post-effective amendment is declared effective by the SEC or (II) a Grace Period (as defined in Section 3(r3(s)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or failure to register a sufficient number of shares of Common Stock or to maintain the listing of the Common StockSecurities) (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 and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)Securities, 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 (1.51.0%) of the aggregate Purchase Subscription Price (as such term is defined in the Securities Purchase AgreementSubscription Agreements) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; within five (ii5) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day Business Days of a Filing Failure and thereafter on every thirtieth day (pro rated for periods totaling less shorter than thirty (30) days) thereafter until such Filing Failure is cured; (vii) on every thirtieth day after the day within five (5) Business Days of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less shorter than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (viiii) and on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less shorter than thirty (30) days) following a Maintenance Failure until such Maintenance Failure is curedcured (which payments shall be exclusive remedies available under this Agreement or under applicable law). 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 dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely mannerwithin five (5) Business Days after the date payable, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated pro rated for partial monthsshorter periods) until paid in full. Notwithstanding anything to the contrary herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) Subscription Agreements, in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company’s control) exceed, in the aggregate, 10% of the aggregate Purchase PriceSubscription Price of the New Ordinary Shares, the New Warrants and the Pre-Funded Warrants.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to Section 5.2, if either: (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 is: (Ai) not filed with the SEC Commission on or before the respective Filing Deadline (a “Filing Failure”) ), or (Bii) not declared effective by the SEC Commission on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) ), or (iib) on any day during the Reporting Period and after the Effective Date Effectiveness Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period or (as defined in Section 3(r)B) if the Registration Statement is on Form S-1 and the Company is ineligible to forward incorporate by reference, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common StockRegistrable Securities) (a “Maintenance Failure”) ), then, as partial relief for in satisfaction of the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (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 Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investorholder’s Registrable Securities included in such Registration Statement Pro Rata Interest on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii1) the initial day of a Maintenance Failure; (iv) Filing Failure and on every thirtieth (30th) day after the day of a Filing Failure and thereafter (pro rated prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (v2) on every thirtieth day after the initial day of an Effectiveness Failure and thereafter on every thirtieth (pro rated 30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (vi3) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth (pro rated 30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) 5.3 are referred to herein as “Registration Delay Payments.” ”; provided that no Registration Delay Payments shall be required following the termination of the Reporting Period, and provided further that in no event shall the aggregate Registration Delay Payments accruing under this Section 5.3 exceed six percent (6%) of a holder’s Pro Rata Interest (i.e., corresponding to a total delay of six (6) months); and provided further, that if the Commission is operating with a limited number of Staff members as a result of any partial or full government shutdown (either a “Shutdown”), the number of days that elapse during such Shutdown shall not be included in the computation of any time periods set forth in Section 5.2 or this Section 5.3 of this Agreement. The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 (Aa) not filed with the SEC on or before the respective Filing Deadline other than due to the determination by the underwriter not to file in its sole discretion based on adverse market conditions (a “Filing Failure”) ), or (Bb) not declared effective by the SEC on or before the respective Effectiveness Deadline for any reason other than due to the determination by the underwriter not to make the registration statement effective in its sole discretion based on adverse market conditions (an “"Effectiveness Failure”") then, the Notes shall be entitled to additional interest as provided in the Notes 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 Registrable Securities relating to such Registration Statement an amount in cash equal to one half percent (.5%) of the aggregate Subscription Amount (as such term is defined in the Investment Agreement) of such Holder's Registrable Securities included in such Registration Statement on each Registration Delay Payment Date (as defined below) of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Filing Failure is cured and (ii) the day of an Effectiveness Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Failure is cured. If, on any day after the Effective Date Date, sales of all of the Registrable Securities required to be included on such Registration Statement that have not already been sold by Holders pursuant to the Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of 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, to register a sufficient number of shares of Common Stock or to maintain the listing of the 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 and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder Holder of Registrable Securities who has not already sold all of its shares of Common Stock relating to such Registration Statement an amount in cash equal to one and one-half of one percent (1.5.5%) of the aggregate Purchase Price Subscription Amount (as such term is defined in the Securities Purchase Investment Agreement) of such Investor’s Holder's Registrable Securities included in such Registration Statement that have not already been sold pursuant to the Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “"Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. " In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Investment Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, ten percent (10% %) of the aggregate Purchase Price.

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 (a “Filing Failure”) or (Bii) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (iib) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period each of clauses (as defined in Section 3(ra) and (b)) 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, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance 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 and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash per month equal to one and one-half (A) two percent (1.52%) of the aggregate Purchase Price face amount of the securities being requested to be registered multiplied by (as B) the number of Registrable Securities being requested to be registered or, if registered, remaining to be sold; provided, that after the first ninety (90) days of a Registration Failure, the amount of such term is defined in the Securities Purchase Agreementdamages shall increase by an additional amount per month (and compound monthly) equal to (A) two percent (2%) of such Investor’s the face amount of the securities being requested to be registered multiplied by (B) the number of Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is curedbeing requested to be registered 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 dates set forth above and last day of the calendar month during which such Registration Delay Payments are incurred 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 one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no The Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) any one Registration Failure shall in no event shall exceed an amount equal twenty percent (20%) of the aggregate face amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant the securities being requested to events that are within be registered multiplied by the control number of the Company) exceedRegistrable Securities being requested to be registered or, in the aggregateif registered, 10% of the aggregate Purchase Priceremaining to be sold.

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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 or 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to the holders of Registrable Securities relating to such Registration Statement an aggregate amount in cash of $25,000 on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) the day of an Effectiveness Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. In addition to the foregoing, if the Registration Statement is not declared effective by the SEC on or prior to 120 days after the Closing Date, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount additional delay payment in cash equal to one and one-half percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured$25,000. 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 capped at an aggregate of $100,000. Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) of the total amount of the Registration Delay Payments per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) foregoing, no Registration Delay Payments shall be due and or payable with respect if any delay or failure to file a Registration Statement or Maintenance Failure is directly caused by statements, omissions, action or inaction solely on the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control part of the Company) exceed, in the aggregate, 10% of the aggregate Purchase PriceBuyer.

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 (exclusive of any Registrable Securities that an Investor has opted to exclude from a Registration Statement) and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (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 or 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), 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 two percent (1.52.0%) of the aggregate Purchase Price Subscription Amount (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) contrary, in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, ten percent (10% %) of the aggregate Purchase PriceSubscription Amount of the Common Stock.

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace a Delay Period (as defined in compliance with Section 3(r3(n)) 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 or 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), 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 (1.51.00%) of the aggregate Purchase Price (as such term is defined in the Securities Stock 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 FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(d) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above 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 0.50 percent (1.50.50%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Stock Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) contrary, in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% ten percent (10.00%) of the aggregate Purchase PricePrice of the Common Shares.

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 the Effective Date Registration Statement has been declared effective by the SEC and prior to the termination of the Registration Period sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such 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 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities Preferred Shares relating to such Registration Statement an amount in cash per such Preferred Share held equal to one and one-half percent (1.5%) the product of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; $100 multiplied by (ii) the day product of an Effectiveness Failure; (iiiI) .0005 multiplied by (II) the initial day sum of a Maintenance Failure; (ivx) on every thirtieth day the number of days after the day Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (y) the number of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day days after the day Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until at least all the Registrable Securities required to be included on such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is curedRegistration 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 dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) % per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 applicable Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective applicable Effectiveness Deadline Deadline, (an “"Effectiveness Failure”") or (ii) on any day after the applicable Effective Date of any Registration Statement, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of 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, 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), (A) the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s '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 the ten (10) month anniversary of such Filing Failure; (ii) on the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until the ten (10) month anniversary of such Effectiveness Failure; 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 the ten (10) month anniversary of such 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-half percent (0.5%) 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 ten (10) month anniversary 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 every thirtieth day after the day ten (10) month anniversary 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 (viiii) on every thirtieth day after the initial day ten (10) month anniversary of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) foregoing, in no event shall the aggregate amount of Company be required to pay Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Pricefor a contemporaneous Filing Failure and Effectiveness 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 and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”") or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(n)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effectiveeffective for a period of two (2) years after the Effective Date, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), 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 Aggregate Purchase Price (as such term is defined in the Securities Purchase Subscription Agreement) of such Investor’s 's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(b) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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 or 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), 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 (1.51%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) on the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such after the initial day of a Filing Failure is cured; (v) on and every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Filing Failure is cured; and (viii) on every the thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) after the initial day of an Effectiveness Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Failure is cured; (iii) on the thirtieth day (pro rated for periods totaling less than thirty days) after the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Maintenance Failure is cured. 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 dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) % per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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”"FILING FAILURE") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”"EFFECTIVENESS FAILURE") or (ii) on any day after the Effective Date Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(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 or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”"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 and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each the holder of Registrable Securities relating to such Registration Statement the Warrants an amount in cash equal to one and one-half percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement $5,000 on each of the following dates: (i) on the thirtieth (30th) day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) until such after the initial day of a Filing Failure is cured; (v) on and every thirtieth (30th) day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (ii) on the thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) after the initial day of an Effectiveness Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (viiii) on every the thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) after the initial day of a Maintenance Failure and thereafter on every thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments"REGISTRATION DELAY PAYMENTS.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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 or 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), 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 three percent (1.53.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half two percent (1.52.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary contrary, (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase PricePrice of the Notes.

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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 or 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 Investor by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities Investor relating to such Registration Statement an amount in cash equal to (A) one and one-half percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until the date such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until the date such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until date such Maintenance Failure is cured. The payments to which a holder an Investor shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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, 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), 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 (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. Notwithstanding anything else set forth herein, the total aggregate Registration Delay Payments shall not exceed twelve percent (12%) of the aggregate Purchase Price of such Investor’s Registrable Securities relating to such Registration Statement. 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 (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 (or such lesser amount as provided in Section 1(b)(iii)) and required to be filed by the Company pursuant to Section 1(b) of this Agreement is (A) not filed with the SEC on or before the 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 for more than thirty days in any day after one calendar year during the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made applicable Effectiveness Period (other than during an Allowable Grace Period (as defined in Section 3(rPeriod)) pursuant to such , Registrable Securities that have previously been covered by an effective Registration Statement (including, without limitation, because of a failure to keep such are no longer covered by an effective Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”, and a Filing Failure, Effectiveness Failure and Maintenance Failure each being referred to herein as a “Failure”) then, as partial relief for in lieu of the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty such Registrable Securities (which remedy payments shall not be the exclusive of any other remedies available at law under this Agreement or in equityunder applicable law), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Purchaser an amount in cash equal to one and one-half percent (1.5%) 0.75% of each Purchaser’s pro rata share of the aggregate Purchase Price (as such term is defined in original Convertible Note represented by the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of or, in the following dates: (i) the day case of a Filing Failure; , the Registrable Securities required by this Agreement to be included in such Registration Statement, (i) within five (5) Trading Days of a Failure and (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day monthly anniversary of such Failure (in each case, on a Filing Failure and thereafter (pro rated rata basis for periods totaling less than thirty 30 days) until such Filing Failure is cured; (v) on every thirtieth day after cured or the day end of an the Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure Period, whichever is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is curedearlier. The payments to which a holder Purchaser shall be entitled pursuant to this Section 2(f1(d) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event If the Company fails to make Registration Delay Payments in a timely mannerwithin five (5) Business Days after the date payable, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) 18% per month (prorated for partial months) annum until paid in full. Notwithstanding anything to the contrary herein or in the Securities Convertible Note Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) Agreement, in no event shall the Company be liable for aggregate amount of Registration Delay Payments of more than four percent (other than 4%) per annum of the aggregate principal amount of the original Convertible Note or, in any 30-day period, for Registration Delay Payments payable pursuant to events that are within the control in excess of the Company) exceed, in the aggregate, 100.75% of the aggregate Purchase Priceoriginal Convertible Note represented by the Registrable Securities included in a Registration Statement that is the subject of a Failure.

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 respective applicable Filing Deadline (a “Filing Failure”) (it being understood that if the Company files a Registration Statement without affording an 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 respective applicable Effectiveness Deadline (an “Effectiveness Failure”) (it being understood that if the Business Day immediately following the Effectiveness 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 the Effective Effectiveness Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) hereof) 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, a suspension or delisting of (or a failure to timely list) the shares of Common Stock on its principal trading market or exchange, or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) (provided that if an Investor transfers its rights hereunder pursuant to Section 9 hereof 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 and not (as a penalty defined in the Warrant) (which remedy shall not be exclusive of any other remedies available at law or in equity), ) the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half two percent (1.52%) of the initial aggregate Purchase Price principal amount of the Notes (as such term is defined in the Securities Purchase Credit Agreement) of such Investor’s Registrable Securities included in such Registration Statement issued on the Closing Date with respect to each of the following dates: thirty (i30) the day of a period occurring after any applicable (X) Filing Failure; (iiY) the day of an Effectiveness Failure; or (iiiZ) the initial day of a Maintenance Failure; Failure (iv) on every thirtieth day after the day of a Filing Failure and thereafter (in each case, pro rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured). The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” ”. Registration Delay Payments shall be paid on the earlier of (Ia) the dates set forth above thirtieth (30th) day after the applicable Filing Failure, Effectiveness Failure or Maintenance Failure, as the case may be, giving rise to the Registration Delay Payments has occurred and (IIb) the third (3rd) Business Day after the event applicable Filing Failure, Effectiveness Failure or failure Maintenance Failure, as the case may be, 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 herein or Other than interest as provided in the Securities Purchase Agreement to the contrary (i) no immediately preceding sentence, Registration Delay Payments shall be due and payable with respect to capped at the Warrants or amount accrued through such date as of which the Warrant Shares and (ii) in no event shall the aggregate amount Investors may sell all of Registration Delay Payments (other than Registration Delay Payments payable their Registrable Securities without restriction pursuant to events that are within Rule 144(k) (or any successor rule thereto) promulgated under the control of 1933 Act, as such rule may be amended from time to time, or without restriction pursuant to Rule 144 without the Companyrequirement for compliance with Rule 144(e), (f) exceedor (h) (or successor thereto), in the aggregate, 10% of the aggregate Purchase Priceas such rules may be amended from time to time.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to Section 10.2, 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 Commission on or before the respective Filing Deadline (a “Filing Failure”) or (Bii) not declared effective by the SEC Commission on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (iib) on any day during the Registration Period and after the Effective Date Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (i) during an Allowable Grace Period or (as defined in Section 3(r)ii) if the Registration Statement is on Form S-1, for a period of 15 days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or 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 in satisfaction of the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)Stock, 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 (1.51.0%) of such holder’s Pro Rata Interest in the aggregate Total Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than 30 days) thereafter until such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than 30 days) thereafter until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty 30 days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) 10.3 are referred to herein as “Registration Delay Payments.;” provided that no Registration Delay Payments shall be required following the termination of the Registration Period, and provided further that in no event shall the aggregate Registration Delay Payments accruing under this Section 10.3 exceed ten percent (10%) of a holder’s Pro Rata Interest in the Total Purchase Price. The first such Registration Delay Payment shall be paid within three Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable (I) 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(a)(3) of the 1933 Act and ending on the earlier of (x) the thirtieth (30th) day after such date and (y) the date on which such post-effective amendment is declared effective by the SEC or (II) a Grace Period (as defined in Section 3(r3(s)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or failure to register a sufficient number of shares of Common Stock or to maintain the listing of the Common StockOrdinary Shares) (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 and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)Ordinary Shares, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price Subscription Price) (as such term is defined in the Securities Purchase Visium Subscription 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; within five (ii5) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day Business Days of a Filing Failure and thereafter on every thirtieth day (pro rated for periods totaling less shorter than thirty (30) days) thereafter until such Filing Failure is cured; (vii) on every thirtieth day after the day within five (5) Business Days of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less shorter than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (viiii) and on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less shorter than thirty (30) days) following a Maintenance Failure until such Maintenance Failure is curedcured (which payments shall be exclusive remedies available under this Agreement or under applicable law). 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 dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely mannerwithin five (5) Business Days after the date payable, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated pro rated for partial monthsshorter periods) until paid in full. Notwithstanding anything to the contrary herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) Visium Subscription Agreement, in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company’s control) exceed, in the aggregate, 10% of the aggregate Purchase PriceSubscription Price of the Visium Shares.

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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 or 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), 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 quarter percent (1.51.25%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) contrary, in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, ten percent (10% %) of the aggregate Purchase PricePrice of the Common Shares.

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 (iiiii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) 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, 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), 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 (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement Statement, on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 the 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(r2.1(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, to register a sufficient number of shares of Common Stock or to 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 and not as a penalty (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 0.50% on the principal amount of any Option Notes that are convertible into the Registrable Securities relating registered, or available to be registered, on a Registration Statement that is subject to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; , Effectiveness Failure or Maintenance Failure for each thirty (ii30) the day of an period during which such Filing Failure, Effectiveness Failure; Failure or Maintenance Failure continues (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro pro-rated for periods any period totaling less than thirty (30) days) until ), such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is curedinterest 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 the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise capitalized by adding to the Registration Delay Payments is curedoutstanding principal amount from time to time of the Notes. In the event the Company fails to make Registration Delay Payments in a timely manner, Payment of such Registration Delay Payments by the Company shall bear interest at be in addition to, and shall not limit, the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or other remedies available to the Investor in the Securities Purchase Agreement to event that the contrary (i) no Registration Delay Payments shall be due and payable Company does not comply with this Article II with respect to the Warrants or the Warrant Shares filing and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control effectiveness of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Priceregistration statement referred to herein.

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”"FILING FAILURE") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”"EFFECTIVENESS FAILURE") or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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 or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”"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 and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half two percent (1.52.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day after a Filing Failure until such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day after an Effectiveness Failure until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments"REGISTRATION DELAY PAYMENTS.” " Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half two percent (1.52.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (ia) Subject to Section 4.2, if either: (a) a Registration Statement covering all of the Registrable Securities Shares required to be covered thereby and required to be filed by the Company pursuant to this Agreement is is: (Ai) not filed with the SEC Commission on or before the respective Filing Deadline (a “Filing Failure”) ), or (Bii) not declared effective by the SEC Commission on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) ), or (iib) on any day during the Reporting Period and after the Effective Date date on which the Registration Statement is declared effective by the Commission (the “Effectiveness Date”), sales of all of the Registrable Securities Shares required to be included on such Registration Statement cannot be made (other than (i) during an Allowable a Grace Period or (as defined in Section 3(r)ii) if the Registration Statement is on Form S-1, for a period of 15 days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or 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 in satisfaction of the damages 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 and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)Stock, the Company shall pay to each holder of Registrable Securities Shares relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) 1.0% of such holder’s ratable interest in the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (ix) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter on every thirtieth day (pro rated prorated for periods totaling less than thirty 30 days) thereafter until such Filing Failure is cured; (vy) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated prorated for periods totaling less than thirty 30 days) thereafter until such Effectiveness Failure is cured; and (viz) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated prorated for periods totaling less than thirty 30 days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) 4.5 are referred to herein as “Registration Delay Payments.” ”; provided that no Registration Delay Payments shall be required following the termination of the Reporting Period, and provided, further, that in no event shall the aggregate Registration Delay Payments accruing under this Section 4.5 exceed 6% of a holder’s ratably interest in the aggregate Purchase Price (i.e., corresponding to a total delay of six months). The first such Registration Delay Payment shall be paid within three Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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 or 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Statement, as liquidated damages and not as a penalty, an amount in cash equal to one and one-half percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) thereafter until such Filing Failure is cured; (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid within five (5) Business Days of the day of the Filing Failure, Effectiveness Failure or the initial day of Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 Parent pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (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 or 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company Parent shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent to: (1.5%i) 0.5% of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of allocable to such Investor’s Registrable Securities included in such Registration Statement on each of for the first thirty day period (pro rated for periods totaling less than thirty days) following dates: (i) the day of a Filing such Effectiveness Failure or Maintenance Failure; (ii) 0.75% of the aggregate Purchase Price allocable to such Investor’s Registrable Securities in such Registration Statement for the following thirty day of an Effectiveness Failureperiod (pro rated for periods totaling less than thirty days); and (iii) 1% of the initial aggregate Purchase Price allocable to the such Investor’s Registrable Securities included in the Registration Statement for every thirty day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and period thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured). The payments to which a holder shall be entitled pursuant to this Section 2(f2(d) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the day of the Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (IA) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (IIB) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company Parent fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) 1.0% per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no The cumulative Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, not exceed 10% of the aggregate Purchase PricePrice (as such term is defined in the Securities Purchase Agreement). Notwithstanding anything herein to the contrary, to the extent that the registration of any or all of the Registrable Securities by Parent on the Registration Statement is prohibited (such Registrable Securities, the “Non-Registered Securities”) under Rule 415 in the opinion of NYK 1089084-6.079338.0012 the SEC, the Registration Delay Payments shall not be applicable to such Non-Registered Securities, in which case Parent will file additional Registration Statements (each, a “Subsequent Registration Statement”) each registering the Non-Registered Securities until all of the Registrable Securities have been registered. The Filing Deadline and Effectiveness Deadline of each Subsequent Registration Statement shall be, respectively, 45 and 90 days after the first day such Subsequent Registration Statement may be filed without objection by the Commission under Rule 415. Parent’s failure to meet the Filing Deadline and Effectiveness Deadline as they relate to the Subsequent Registration Statements shall subject it to all Registration Delay Payment provisions set forth in this Section 2(d).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”"FILING FAILURE") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”"EFFECTIVENESS FAILURE") or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)3(o) 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 or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”"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 and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating required to be included on such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities included in such Registration Statement on each of the following dates: (i) on the thirtieth (30th) day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) until such after the initial day of a Filing Failure is cured; (v) on and every thirtieth (30th) day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (ii) on the thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) after the initial day of an Effectiveness Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (viiii) on every the thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) after the initial day of a Maintenance Failure and thereafter on every thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments"REGISTRATION DELAY PAYMENTS.” " Registration Delay Payments shall be paid on the earlier of (Ii) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (IIii) the third 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 (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 Section 2(a) or Section 2(e) of this Agreement is not (A) not filed with the SEC on or before the respective applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective applicable Effectiveness Deadline Deadline, (an “Effectiveness Failure”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 a Registration Statement has been declared effective by the Effective Date SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than 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 (30th)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(rbelow)) 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, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock, as determined in accordance with Section 2(e)) (a any such failure or breach being referred to as an “Maintenance FailureEvent,” 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 Registrable Securities or Securities 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 and not as applicable Event is cured (each a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity“Liquidated Damages Payment Date”), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement or Securities an amount in cash cash, as partial liquidated damages and not as a penalty, with respect to each Liquidated Damages Payment Date, equal to one and one-half percent (1.5%) the product of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) 1.5% multiplied by the day sum of a Filing Failure; (A) the principal amount of Securities held by such holder and (B) the total price (including exercise price) of all exercisable Securities held by such holder, multiplied by (ii) a fraction, the day numerator of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled the number of total calendar days which have passed since the immediately preceding Liquidated Damages Payment Date and the denominator of which shall be 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 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 full in a timely manner, such Registration Delay Payments payments shall bear interest at the rate of one and one-half percent (1.5%) 1.00% per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 Section 1(b) of 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 for more than thirty days in any day after one calendar year during the Effective Date sales of all of the applicable Effectiveness Period, Registrable Securities required to be included on such that have previously been covered by an effective Registration Statement cannot be made (other than during are no longer covered by an Allowable Grace Period (as defined in Section 3(r)) pursuant to such effective Registration Statement (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, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”, and a Filing Failure, Effectiveness Failure and Maintenance Failure each being referred to herein as a “Failure”) then, as partial relief for in lieu of the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty such Registrable Securities (which remedy payments shall not be the exclusive of any other remedies available at law under this Agreement or in equityunder applicable law), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Lender an amount in cash equal to one and one-half percent (1.5%) 0.75% of the aggregate Purchase Price (as such term is defined in original Loan represented by the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of or, in the following dates: (i) the day case of a Filing Failure; , the Registrable Securities required by this Agreement to be included in such Registration Statement, (i) within five (5) Trading Days of a Failure and (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day monthly anniversary of such Failure (in each case, on a Filing Failure and thereafter (pro rated rata basis for periods totaling less than thirty 30 days) until such Filing Failure is cured; (v) on every thirtieth day after cured or the day end of an the Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure Period, whichever is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is curedearlier. The payments to which a holder Lender shall be entitled pursuant to this Section 2(f1(d) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event If the Company fails to make Registration Delay Payments in a timely mannerwithin five (5) Business Days after the date payable, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) 18% per month (prorated for partial months) annum until paid in full. Notwithstanding anything to the contrary herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) Loan Agreement, in no event shall the aggregate amount of Company be liable in any 30-day period, for Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control in excess of the Company) exceed, in the aggregate, 100.75% of the aggregate Purchase Priceoriginal Loan represented by the Registrable Securities included in a Registration Statement that is the subject of a 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 and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (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 or 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), 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 (1.51%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) thereafter until such Filing Failure is cured; (vii) on the thirtieth day after an Effectiveness Failure and on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Maintenance 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 dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) 1.0% per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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 or 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), 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 two percent (1.52%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) contrary, in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, ten percent (10% %) of the aggregate Purchase PricePrice of the Common Shares.

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”"FILING FAILURE") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”"EFFECTIVENESS FAILURE") or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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 or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”"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 and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) thereafter until such Filing Failure is cured; (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments"REGISTRATION DELAY PAYMENTS.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) 1% per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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) does not filed with the SEC become effective 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) subject to Section 3(r) of this Agreement on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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 or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common StockShares) (a “Maintenance Failure”) or (iii) any Registrable Securities on and after the Effective Date, are not freely tradeable under applicable Canadian provincial securities laws (a “Qualification Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty 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 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 (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) on the thirtieth day of a Filing Failure; (ii) the day of an following such Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on Failure and every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) until the earlier of the date such Filing Effectiveness Failure is curedcured or the one year anniversary of the Issue Date (as defined in the Articles); (vii) on the thirtieth day following such Maintenance Failure and every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty (30) days) until the earlier of the date such Effectiveness Maintenance Failure is curedcured or the one year anniversary of the Issue Date; and (viiii) on the thirtieth day following such Qualification Failure and every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty (30) days) until the earlier of the date such Maintenance Qualification Failure is curedcured or the one year anniversary of the Issue Date. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” For avoidance of doubt, the parties acknowledge and agree, except as otherwise provided in Section 3(p), that Registration Delay Payments shall apply regardless of any action or inaction by the SEC, the CSA, the TSX (as defined in the Securities Purchase Agreement) or any applicable governmental entity (whether considered capricious or otherwise by the Company and whether in the control of the Company or otherwise). Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above first Business Day after the day such Registration Delay Payments are incurred pursuant to the previous sentence 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 Payment in a timely manner, such Registration Delay Payments Payment shall bear interest at the rate of one and one-half percent (1.5%) % per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 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 respective 30th day after the Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(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, 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 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 of Common Stock and not as a penalty (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 Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half two percent (1.52%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of thirty (30) days after a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured or until the date two (2) years after the Closing Date; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured or until the date two (2) years after the Closing Date; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is curedcured or until the date two (2) years after the Closing Date. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 Commission on or before the respective Filing Deadline (a “Filing Failure”) or (Bii) not declared effective by the SEC Commission on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (iib) on any day after the Effective Date Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)Period) 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 or 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 by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), 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 two percent (1.52.0%) of such holder’s Pro Rata Interest in the aggregate Total Notes Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) 11.5 are referred to herein as “Registration Delay Payments.” The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half two percent (1.52.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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) filed with the SEC but not declared effective by the SEC on or before the respective 30th day after the Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(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, 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 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 of Common Stock and not as a penalty (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 Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half two percent (1.52%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) up to a cumulative maximum for all Investors of ten percent (10%) of the aggregate Purchase Price of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to Section 10.2, if either: (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 is: (Ai) not filed with the SEC Commission on or before the respective Filing Deadline (a “Filing Failure”) ), or (Bii) not declared effective by the SEC Commission on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) ), or (iib) on any day during the Reporting Period and after the Effective Date Effectiveness Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (i) during an Allowable Grace Period or (as defined in Section 3(r)ii) if the Registration Statement is on Form S-1, for a period of 15 days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common StockWarrants) (a “Maintenance Failure”) ), then, as partial relief for in satisfaction of the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)Warrants, 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%) 1.0% of such holder’s Pro Rata Interest in the aggregate Aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (ix) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter on every thirtieth day (pro rated prorated for periods totaling less than thirty 30 days) thereafter until such Filing Failure is cured; (vy) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated prorated for periods totaling less than thirty 30 days) thereafter until such Effectiveness Failure is cured; and (viz) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated prorated for periods totaling less than thirty 30 days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) 10.3 are referred to herein as “Registration Delay Payments.” ”; provided that no Registration Delay Payments shall be required following the termination of the Reporting Period, and provided further that in no event shall the aggregate Registration Delay Payments accruing under this Section 10.3 exceed 10% of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of ten months). The first such Registration Delay Payment shall be paid within three Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 Effective Date SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(n)) 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 or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”Ordinary Shares) then, as partial sole and exclusive relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)Ordinary Shares, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount amount, fifty percent of which shall be payable in cash and fifty percent of which shall be payable in unregistered Ordinary Shares, as liquidated damages and not as a penalty, equal to 1.5% (one and one-a half percent (1.5%percent) per calendar month or a proportionate amount for a partial month of the aggregate Purchase Price (as such term is defined purchase price paid by the Investor for the Ordinary Shares. The amount payable in the Securities Purchase Agreement) Ordinary Shares shall be based on a per share price of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured$0.50. 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 dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. The maximum Registration Delay Payments payable hereunder shall be $187,500 and 375,000 Ordinary Shares, to be issued by the Company for no additional consideration pro rata among the Investors based on the number of Registrable Securities held by each Investor. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest payable in cash only at the rate of one and one-half percent (1.5%) % per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in The Company undertakes to include the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Ordinary Shares and (ii) in no event shall the aggregate amount on behalf of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% first available registration statement filing that the Company undertakes subsequent to the occurrence of the aggregate Purchase Pricea registration delay hereunder.

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 the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)Period) 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 or 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 the Investor by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement the Investor an amount in cash equal to one and one-half percent (1.5%) 2.0% of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder the Investor 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 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%) 2.0% per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to paragraph (b) above, if either: (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 is: (A) not filed with the SEC Commission on or before the respective Filing Deadline (a “Filing Failure”) ), or (B) not declared effective by the SEC Commission on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”) ), or (ii) on any day during the Reporting Period and after the Effective Date Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined in Section 3(r)below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or 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 in addition to any holder by reason of any such delay in other rights the holders may have under the Transaction Documents or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)under applicable law, 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 (1.51.0%) of such holder’s Pro Rata Interest in the aggregate Aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (ix) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter on every thirtieth (pro rated 30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (vy) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth (pro rated 30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (viz) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth (pro rated 30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f(c) are referred to herein as “Registration Delay Payments.” ”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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 (other than Excluded Registrable Securities, if any) and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective applicable Filing Deadline (a “Filing Failure”) or (B) filed with the SEC but not declared effective by the SEC on or before the respective applicable Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the applicable Effective Date Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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, 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 or to maintain the listing of the 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 and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Investor which holds Notes an amount in cash equal to one and one-half two percent (1.52.0%) of the aggregate Purchase Price (as principal amount of the Notes held by such term is defined in Investor immediately following the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement losing Date on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder an Investor shall be entitled pursuant to this Section 2(f2.2(g) are referred to herein as “Registration Delay Payments.” For the avoidance of doubt, and notwithstanding anything to the contrary contained herein, no Registration Delay Payments may be made unless specifically allowed by the Intercreditor Agreement. Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half two percent (1.52.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreements or the Preferred Stock Purchase Agreement to the contrary contrary, (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate principal amount of the Notes issued and outstanding on the Closing Date pursuant to the Securities Purchase PriceAgreements.