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 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, 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 (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 percent (2.0%) 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 Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(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 thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of two percent (2.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 applicable Effective Date SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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") ), then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities Convertible Debentures relating to such Registration Statement an amount in cash equal to two percent the product of (2.0%i) of the aggregate Purchase Price Initial Outstanding Principal Amount (as such term is defined in the Securities Purchase AgreementConvertible Debentures) paid by such Investor for its Convertible Debentures multiplied by (ii) the product of (I) 0.0004166 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Investor's Notes relating to Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included in on such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) 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 curedStatement. The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as "REGISTRATION DELAY PAYMENTSRegistration 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 thirtieth last day after of the event or failure giving rise to the calendar month during which such Registration Delay Payments has occurred 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 two percent (2.0%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. i. If (iA) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to Section 2(a), Section 2(b) or Section 2(f) of this Agreement is not (AI) not filed with the SEC on or before the respective applicable Filing Deadline (a "FILING FAILUREFiling Failure") or (BII) not declared effective by the SEC on or before the respective applicable Effectiveness Deadline (an "EFFECTIVENESS FAILUREEffectiveness Failure") or (iiB) on any day after a Registration Statement has been declared effective by the applicable Effective Date SEC, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(o)(iv))) pursuant to such Registration Statement (including, without limitation, including because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock Statement or to maintain the listing of the Common Stockcomply with Section 2(f)) (a "MAINTENANCE FAILUREMaintenance Failure," and each of a Filing Failure, an Effectiveness Failure and a Maintenance Failure being referred to as a ") thenRegistration Default"), then the Company shall pay, as partial relief for the liquidated damages (but not as a penalty) to any holder of Shares by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock its Shares (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to two one percent (2.01.0%) per month (on a 30/360 basis) of the aggregate Purchase Price (as such term is defined in purchase price paid pursuant to the Securities Purchase Agreement) of Agreement for such Investorholder's Notes relating to the Registrable Securities required to be included in such Registration Statement on each of the following dates: (i1) the initial day of a Filing Failure and on every thirtieth (30th) day (pro rated prorated for periods totaling less than thirty (30) days) after a Filing Failure thereafter until such Filing Failure is cured; (ii) (A2) the initial day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) on every thirtieth (30th) day (pro rated prorated for periods totaling less than thirty (30) days) after an Effectiveness Failure thereafter until such Effectiveness Failure is cured; and (iii3) the initial day of a Maintenance Failure and on every thirtieth (30th) day (pro rated prorated for periods totaling less than thirty (30) days) after a Maintenance Failure thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as "REGISTRATION 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 thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of two percent (2.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby (as determined on the date of this Agreement) and required to be filed by the Company pursuant to Section 2(a) or (b) of this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a "FILING FAILUREFiling Failure") or (B) not declared effective by the SEC on or before the respective earlier of (x) the Effectiveness Deadline or (y) three (3) Business Days of receipt by the Company of a written or oral communication from the SEC that the Registration Statement will not be reviewed or that the SEC has no further comments (an "EFFECTIVENESS FAILUREEffectiveness Failure") or (C) the Company does not file a request for acceleration of effectiveness of such Registration Statement to a time and date not later than 48 hours after the submission of such request within two (2) Business Days after the Company learns that no review of a particular Registration Statement will be made by the staff of the SEC or that the staff has no further comments on a particular Registration Statement and the National Association of Securities Dealers, Inc. (the “NASD”) shall have cleared such Registration Statement pursuant to the Rule 2710 of the NASD, (ii) on any day after the applicable Effective Date and before the Termination Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable a Grace Period (as defined in Section 3(r3(l)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a "MAINTENANCE FAILUREMaintenance Failure") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to two one percent (2.01.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) Amount of such Investor's Notes relating to unregistered Registrable Securities (“Purchase Amount”), the Registrable Securities attributable to which are required to be included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) 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 daysor partial period) after a Maintenance Failure until such Maintenance Failure is cured; provided, however, the aggregate amount of Registration Delay Payments shall not exceed twelve percent (12%) of such Purchase Amount; provided, further, that amounts payable as Registration Delay Payments shall cease when the Investor no longer holds any Common Stock and Warrants or in the event the Investor’s Common Stock or Warrant Shares can be immediately sold by the Investor in reliance on Rule 144(k) without any volume restrictions and the Company has removed legends restricting resale from the Warrant Shares and the Common Stock. The payments to which a holder shall be entitled pursuant to this Section 2(g2(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 thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of two percent (2.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the Payments."REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (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 applicable Effectiveness Deadline Deadline; (an "EFFECTIVENESS FAILURE") or (iib) on any day after the applicable Effective Date Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such the Registration Statement (including, including without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement, or to register a sufficient number of shares of Common Stock Stock), or (c) the Company fails at any time to maintain fully comply with the rules and regulations of the applicable Nasdaq market and the Nasdaq staff notifies the Company of such non-compliance, including the standards for continued listing of the Company's Common Stock) Stock on the applicable Nasdaq market, then the Company shall be in breach of this Agreement (such a breach being a "MAINTENANCE FAILURERegistration Statement Default") then, as ). As partial ------------------------------ relief for any Registration Statement Default and for the damages to any holder Holder by reason of any such delay in or reduction of its ability to sell the underlying shares Registrable Securities, the remedy shall be as provided for by and in the Preferred Warrants and the Certificate of Common Stock Designation (which remedy shall not be exclusive of any other remedies available at law or in equity). Notwithstanding the foregoing, the Company shall pay have thirty (30) days to each holder cure a Registration Statement Default after the date of its occurrence and to deliver a written statement to the holders of Registrable Securities relating to certifying that such Registration Statement an amount in cash equal to two percent (2.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is Default has been so cured; and (iii) if such cure is timely effected and such statement is timely delivered, the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder Company shall not be entitled pursuant to this Section 2(g) are referred to herein as "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the thirtieth day after the event or failure giving rise subject 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 remedies for a timely manner, such Registration Delay Payments shall bear interest at the rate of two percent (2.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415Default.

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") Deadline, or (B) not declared effective by the SEC on or before the respective date that is (x) in the event that the Registration Statement is not subject to a full review by the SEC, ninety (90) days after the Closing Date or (y) in the event that the Registration Statement is subject to a full review by the SEC, one hundred twenty (120) days after the Closing Date (the "Effectiveness Deadline (an "EFFECTIVENESS FAILUREDeadline") or (ii) on any day after such Registration Statement has been declared effective by the applicable Effective Date SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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") ), then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities Convertible Debentures relating to such Registration Statement an amount in cash equal to two percent the product of (2.0%i) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) outstanding principal amount of such Investor's Notes relating Convertible Debentures to which the Registration Statement relates multiplied by (ii) the product of (I) .00067 multiplied by (II) the sum of (x) the number of days after the applicable Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days, in each instance, after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included in on such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) 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 curedStatement. The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as "REGISTRATION DELAY PAYMENTSRegistration 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 thirtieth last day after of the event or failure giving rise to the calendar month during which such Registration Delay Payments has occurred 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 two percent (2.0%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC Commission on or before the respective Filing Deadline (a "FILING FAILURE") or (B) not declared effective by the SEC Commission on or before the respective Effectiveness Deadline (an "EFFECTIVENESS FAILURE") or (ii) on any day after such Registration Statement has been declared effective by the applicable Effective Date Commission (other than during an Allowable Grace Period) sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (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 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 an applicable Purchaser liquidated damages at a rate equal to one percent (1.0%) for every thirty days after such failure (prorated for periods of less than 30 days) of the total purchase price of the Registrable Securities relating purchased by such Purchaser pursuant to the Securities Purchase Agreement and held by such Registration Statement an amount Purchaser as of the relevant date; provided, however, that in cash equal to two no event shall such damages, in the aggregate, exceed ten percent (2.010%) of the aggregate Purchase Price (as total purchase price of the Registrable Securities purchased by such term is defined in Purchaser pursuant to the Securities Purchase Agreement) of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The Such payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the thirtieth day due within 5 days after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of two percent (2.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415relevant date.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not (A) not filed with the SEC 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 applicable Effective Date Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) 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, 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 (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 Registrable Security held by such Holder equal to two percent (2.0%) the product 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 number of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until Common Shares held by such Filing Failure is cured; Holder, multiplied by (ii) the greater of $1.00 (Asubject to adjustment for stock splits, stock dividends, stock combinations and other similar transactions after the date of this Agreement) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because closing sale price of the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause Common Stock (A) shall not apply) and (Bas reported by Bloomberg Financial Markets) on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and the applicable date on which the Company incurred the payment obligation provided in this Section 2(e), multiplied by (iii) the initial day sum of a Maintenance Failure and (A) .02, if the Registration Statement is not filed by the Filing Deadline, plus (B) .02, if the Registration Statement is not declared effective by the Effectiveness Deadline, plus, (C) the product of (I) .00067 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that such Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available for the sale of at least all the Registrable Securities required to be included on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is curedRegistration Statement. The payments to which a holder shall be entitled pursuant to this Section 2(g2(e) are referred to herein as "REGISTRATION DELAY PAYMENTSRegistration 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 thirtieth 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 has occurred 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 two percent (2.0%) % per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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) filed with the SEC but 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 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, 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 (which remedy shall not be exclusive of any other remedies available at law or in equity) and subject to the Limitation on Damages (as defined in the Certificate of Designations), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to two one percent (2.01%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Notes relating to the ’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as "REGISTRATION DELAY PAYMENTS“Registration Delay Payments." ” Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of two one and one-half percent (2.01.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to any elections made pursuant to Section 4(b), if (i) a Registration Statement covering all the Registrable Securities is not filed with the Commission on or before the Filing Deadline or is not declared effective by the Commission on or before the Effectiveness Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to thereby, as described in Section 2(e) of this Agreement Agreement, is (A) not filed with the SEC Commission on or before the respective Filing Deadline (a "FILING FAILURE"deadline described in Section 2(e) of this Agreement or (B) is not declared effective by the SEC Commission on or before the respective Effectiveness Deadline deadline described in Section 2(e) of this Agreement, (an "EFFECTIVENESS FAILURE") or (iiiii) on any day after such Registration Statement has been declared effective by the applicable Effective Date Commission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made as a matter of law (other than during an Allowable Grace Period (as defined in Section 3(r)3(n) of this Agreement) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing but excluding failures caused solely by a breach of the Common Stockapplicable Investor's obligations hereunder), or (iv) a Grace Period (as defined in Section 3(n) of this Agreement) exceeds the length of an Allowable Grace Period (each of the items described in clauses (i), (ii), (iii) and (iv) above shall be referred to as a "MAINTENANCE FAILUREREGISTRATION DELAY") ), then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), ) the Company shall pay to on the occurrence of each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to two percent (2.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure Delay and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure thereafter until such Filing Failure Registration Delay is cured; , (1) to each holder of the Preferred Shares an amount in cash equal to the product of (i) the initial principal amount paid for the Preferred Shares held by such holder or the related Conversion Shares multiplied by (ii) two percent (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply2%) and (B2) 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 to each holder of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(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 thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of two percent (2.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, Shares an amount in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.4

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to any elections made pursuant to Section 4(b), if (i) a Registration Statement covering all the Registrable Securities is not filed with the Commission on or before the Filing Deadline or is not declared effective by the Commission on or before the Effectiveness Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to thereby, as described in Section 2(e) of this Agreement Agreement, is (A) not filed with the SEC Commission on or before the respective Filing Deadline (a "FILING FAILURE"deadline described in Section 2(e) of this Agreement or (B) is not declared effective by the SEC Commission on or before the respective Effectiveness Deadline deadline described in Section 2(e) of this Agreement, (an "EFFECTIVENESS FAILURE") or (iiiii) on any day after such Registration Statement has been declared effective by the applicable Effective Date Commission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made as a matter of law (other than during an Allowable Grace Period (as defined in Section 3(r)3(n) of this Agreement) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock Stock), or to maintain (iv) a Grace Period (as defined in Section 3(n) of this Agreement) exceeds the listing length of an Allowable Grace Period (each of the Common Stockitems described in clauses (i), (ii), (iii) and (iv) above shall be referred to as a "MAINTENANCE FAILURERegistration Delay") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), then the Company shall pay (1) to each holder of Registrable Securities relating to such Registration Statement the Notes or Conversion Shares an amount in cash equal to two percent (2.0%) the product of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated initial principal amount paid for periods totaling less than thirty days) after a Filing Failure until the Note held by such Filing Failure is cured; holder or the related Conversion Shares multiplied by (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(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 product of (I) the thirtieth day after percentage determined by dividing (A) the event or failure giving rise to the Registration Delay Payments has occurred and Applicable Percentage by (B) 30, multiplied by (II) the third Business Day sum of (x) the number of days (including any partial days) after the event Filing Deadline or failure giving rise to the deadline described in Section 2(e) of this Agreement, as applicable, that the Registration Delay Payments Statement is cured. In not filed with the event Commission, plus (y) the Company fails to make number of days (including any partial days) after the Effectiveness Deadline or the deadline described in Section 2(e) of this Agreement that the Registration Delay Payments in a timely mannerStatement is not declared effective by the Commission, plus (z) after the Registration Statement has been declared effective by the Commission, the number of days (including any partial days) that such Registration Delay Payments shall bear interest at Statement is not available (other than during an Allowable Grace Period) for the rate sale of two percent all the Registrable Securities and (2.0%2) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) each holder of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything Shares an amount in cash equal to the contrary contained hereinproduct of (i) the aggregate Exercise Price for such Warrant or paid for the related Warrant Shares multiplied by (ii) the product of (I) the percentage determined by dividing (A) the Applicable Percentage by (B) 30, in no event shall multiplied by (II) the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result sum of a comment received by the SEC requiring a limit on (x) the number of Registrable Securities included days (including any partial days) after the Filing Deadline or the deadline described in Section 2(e) of this Agreement, as applicable, that the Registration Statement is not filed with the Commission, plus (y) the number of days (including any partial days) after the Effectiveness Deadline or the deadline described in Section 2(e) of this Agreement, as applicable, that the Registration Statement is not declared effective by the Commission, plus (z) after the Registration Statement has been declared effective by the Commission, the number of days (including any partial days) that such Registration Statement in order is not available (other than during an Allowable Grace Period) for such the sale of all Registrable Securities. The "Applicable Percentage" shall mean (A) for periods that only include days on or before the day that is 60 days after the commencement of a Registration Statement Delay, eight-tenths percent (0.8%), (B) for periods that only include days after the date that is 60 days after the commencement of a Registration Delay, one and two-tenths percent (1.2%) and (C) for periods that include days both before and after the date that is 60 days after the commencement of a Registration Delay, a percentage equal to a fraction, the numerator of which shall be able to avail itself of Rule 415.the sum of

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 30 days after the respective Effectiveness Deadline (an "EFFECTIVENESS FAILURE") or (ii) on any day after such Registration Statement has been declared effective by the applicable Effective Date SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (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 applicable Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities Notes relating to such Registration Statement an amount in cash equal to two percent the product of (2.0%i) the sum of (A) the aggregate Purchase Price Principal (as such term is defined in the Securities Purchase AgreementNotes) convertible into Conversion Shares included in such Registration Statement of such Investor's Notes relating to plus (B) the Registrable Securities product of (x) the number of Exchange Shares, if any, included in such Registration Statement on each of the following dates: multiplied by (iy) the day Closing Sale Price (as defined in the Notes) on the applicable date of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; determination multiplied by (ii) the sum of (A) the day of an Effectiveness Failure (except 0.015, if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and Registration Statement is not filed by the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days oldapplicable Filing Deadline, the Registration Delay Payment pursuant to this clause (A) shall not apply) and plus (B) on every thirtieth day 0.030, if such Registration Statement is not declared effective by 30 days after the applicable Effectiveness Deadline, plus (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iiiC) the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(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 product of (I) the thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of two percent (2.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If If, subject to Sections 3 and 4 of this Agreement, (i) a Registration Statement covering all the Registrable Securities, is not filed with the Commission on or before the Filing Deadline or is not declared effective by the Commission on or before the Effectiveness Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to thereby, as described in Section 2(e) of this Agreement Agreement, is (A) not filed with the SEC Commission on or before the respective Filing Deadline (a "FILING FAILURE"deadline described in Section 2(e) of this Agreement or (B) is not declared effective by the SEC Commission on or before the respective Effectiveness Deadline deadline described in Section 2(e) of this Agreement, (an "EFFECTIVENESS FAILURE") or (iiiii) on any day after such Registration Statement has been declared effective by the applicable Effective Date Commission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made as a matter of law (other than during an Allowable Grace Period (as defined in Section 3(r)3(n) of this Agreement) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock Stock) or because the Company has failed to maintain perform its obligations hereunder within the listing applicable time period required for such performance, or (iv) a Grace Period (as defined in Section 3(n) of this Agreement) exceeds the length of an Allowable Grace Period (each of the Common Stock) items described in clauses (a "MAINTENANCE FAILURE") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equityi), (ii), (iii) and (iv) above shall be referred to as a “Registration Delay”), then the Company shall pay pay, as liquidated damages and not as a penalty, to each holder holders of Registrable Securities relating to such Registration Statement an amount (the “Registration Delay Payments”) accruing, for each day in cash the Damages Accrual Period, (I) in respect of the Convertible Notes then outstanding, at a rate per annum equal to two percent (2.0%) 0.25% of the aggregate Purchase principal amount of the Convertible Notes then outstanding during the 90-day period immediately following the occurrence of any Registration Delay, which rate shall increase by 0.25% per annum of the aggregate principal amount of the Convertible Notes outstanding at the end of each subsequent 90-day period, but in no event shall such increases exceed in the aggregate 1.00% per annum of the aggregate principal amount of the Convertible Notes outstanding, and (II) in respect of each Conversion Share then outstanding, at a rate per annum equal to 0.25% of the Conversion Price (as such term is defined in, and adjusted pursuant to, the Convertible Notes Indenture) during the 90-day period immediately following the occurrence of any Registration Delay, which rate shall increase by 0.25% per annum of the Conversion Price at the end of each subsequent 90-day period, but in no event shall such increases exceed in the Securities Purchase Agreement) of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on each aggregate 1.00% per annum of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until Conversion Price; provided that such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on only to the day Investors have complied with their obligations under Section 4 of the Filing Failure, Effectiveness Failure this Agreement with respect thereto. The Conversion Price and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred payable with respect to Conversion Shares that are Registrable Securities shall be calculated as if the Convertible Notes were still outstanding. Notwithstanding the foregoing, no Registration Delay Payments shall accrue as to any Registrable Security from and (II) the third Business Day after the event or failure giving rise to date such security is no longer a Registrable Security. The rate of accrual of the Registration Delay Payments is curedwith respect to any period shall not exceed the rates provided for in this paragraph notwithstanding the occurrence of multiple concurrent Registration Delays. In the event the Company fails to make Registration Delay Payments in a timely manner, such The Registration Delay Payments shall bear accrue from the first day of the applicable Registration Delay, and shall be payable in cash semi-annually on the dates on which interest at the rate of two percent (2.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein is payable with respect to the contraryConvertible Notes (or would be paid if Convertible Notes were outstanding) (each, a “Damages Payment Date”) for the period in no event shall which a Registration Delay exists and is not cured to the aggregate record holders of the Registrable Securities entitled thereto; provided that any Registration Delay Payments exceed twelve and one-half percent (12.5%) accrued with respect to any Note or portion thereof redeemed or repurchased by the Company or converted into Common Stock prior to the Damages Payment Date, shall, in any such event, be paid instead to the Investor who submitted such Note or portion thereof for redemption or conversion on the applicable redemption, repurchase or conversion date, as the case may be, on such date. The Trustee shall be entitled, on behalf of registered holders of Convertible Notes or Conversion Shares, to seek any available remedy for the enforcement of this Agreement, including for the payment of such Registration Delay Payments. Notwithstanding the foregoing, the parties agree that the sole damages payable for a violation of the aggregate Purchase Price for all Investors (terms of this Agreement with respect to which liquidated damages are expressly provided shall be such liquidated damages. Nothing shall preclude any Investor from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement in accordance with applicable law. All of the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, Company’s obligations set forth in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable this Section 2(f) that are outstanding with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by Security at the SEC requiring a limit on the number of Registrable Securities included in time such Registration Statement in order for such Registration Statement security ceases to be able a Registrable Security shall survive until such time as all such obligations with respect to avail itself of Rule 415such security have been satisfied in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a "FILING FAILURE") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an "EFFECTIVENESS FAILURE") or (ii) on any day after the applicable Effective Date Registration Statement has been declared effective by the SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(m))) pursuant to such the Registration Statement (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 (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) covered by such Registration Statement an amount in cash equal to two percent (2.02%) of the aggregate portion of the Purchase Price attributable to such Registrable Securities (as or Preferred Shares) then held by such term Buyer, for each thirty (30) day period the applicable Registration Statement is defined in not effective or available (other than during an Allowable Grace Period) for the Securities Purchase Agreement) sale of such Investor's Notes relating to 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 and on every thirtieth day (lesser pro rated for periods totaling rata payment amount if such period is less than thirty (30) days) after ); provided however, that notwithstanding anything in this Agreement to the contrary, the parties hereto hereby agree that, with respect to any underwritten registration hereunder, the Effectiveness Deadline and Allowable Grace Period, as the case may be, shall be automatically extended to the extent a Filing Failure until such Filing Failure delay is cured; (ii) (A) 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 (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Companyunderwriter's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (Acut-back under Section 2(g) shall not apply) and (B) 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 curedhereof. The payments to which a holder shall be entitled pursuant to this Section 2(g2(e) are referred to herein as "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the thirtieth last day after of the event or failure giving rise to the calendar month during which such Registration Delay Payments has occurred 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 two percent (2.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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") Deadline, or (B) not declared effective by the SEC on or before the respective date that is ninety (90) days after the Closing Date (the "Effectiveness Deadline (an "EFFECTIVENESS FAILUREDeadline") or (ii) on any day after such Registration Statement has been declared effective by the applicable Effective Date SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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") ), then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities Convertible Debentures relating to such Registration Statement an amount in cash equal to two percent the product of (2.0%i) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) outstanding principal amount of such Investor's Notes relating Convertible Debentures to which the Registration Statement relates multiplied by (ii) the product of (I) .00067 multiplied by (II) the sum of (x) the number of days after the applicable Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days, in each instance, after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included in on such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) 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 curedStatement. The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as "REGISTRATION DELAY PAYMENTSRegistration 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 thirtieth last day after of the event or failure giving rise to the calendar month during which such Registration Delay Payments has occurred 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 two percent (2.0%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 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 (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 two percent the product of (2.0%i) $10,000 multiplied by (ii) the sum of (A) .015, if the aggregate Purchase Price Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus (as B) the product of (I) .0005 multiplied by (II) the sum of (x) the number of days after the applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (y) the number of days after the Registration Statement has been declared effective by the SEC that such term Registration Statement is defined in not available (other than during an Allowable Grace Period) for the Securities Purchase Agreement) sale of such Investor's Notes relating to 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 a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) 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 curedStatement. The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the thirtieth last day after of the event or failure giving rise to the calendar month during which such Registration Delay Payments has occurred 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 two percent (2.0%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything herein the foregoing, the Company shall not be required to the contrary, in no event shall the aggregate make any Registration Delay Payments exceed twelve and one-half percent (12.5%) for the period of time that the effectiveness of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained hereinRegistration Statement is delayed, in no event shall the Company or that sales of Registrable Securities cannot be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall made after the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely is declared effective, as a result of a comment received by the SEC requiring a limit on failure of the number holder of Registrable Securities included entitled to such payments to have provided the Company with any necessary information as set forth in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415Section 4(a).

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 applicable Effective Date sales of all of the Registrable Securities required to be included on covered by such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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, 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"“Maintenance Failure”) then, as partial relief for the damages to any holder Investor by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities Investor relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on the day of the respective Filing Failure, Effectiveness Failure or Maintenance Failure for the first thirty (30) days during which such Filing Failure, Effectiveness Failure or Maintenance Failure continues (pro rated for any period totaling less than thirty (30) days), and thereafter two percent (2.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Notes relating to the ’s Registrable Securities included in such Registration Statement on for each of the following dates: ensuing thirty (i30) the day of a period during which such Filing Failure, Effectiveness Failure and on every thirtieth day or Maintenance Failure continues (pro rated for periods any period totaling less than thirty (30) days), subject to a maximum penalty of ten percent (10%) after a Filing Failure until of the aggregate Purchase Price (as such Filing Failure term is cured; (iidefined in the Securities Purchase Agreement) (A) paid by such Investor pursuant to the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Securities Purchase Agreement for all Registration Delay Payment pursuant Payments (as defined below) payable to an Investor under this clause (A) shall not apply) and (B) 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 curedAgreement. The payments to which a holder an Investor shall be entitled pursuant to this Section 2(g2(f) are referred to herein as "REGISTRATION DELAY PAYMENTS“Registration Delay Payments." ” Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the thirtieth last day after of the event or failure giving rise to the calendar month during which such Registration Delay Payments has occurred 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 two one percent (2.01.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 such Registration Statement has been declared effective by the applicable Effective Date SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (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 (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 Convertible Debentures relating to such Registration Statement an amount in cash equal to two percent the product of (2.0%i) of the aggregate Purchase Price Outstanding Principal Amount (as such term is defined in the Securities Purchase AgreementConvertible Debentures) multiplied by (ii) the product of (I) 0.0005 multiplied by (II) the sum of (x) the number of days after the applicable Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Investor's Notes relating to Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included in on such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) 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 curedStatement. The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as "REGISTRATION DELAY PAYMENTSRegistration Delay Payments." Registration Delay Payments shall be paid on in the day form of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter Common Stock on the earlier of (I) the thirtieth last day after of the event or failure giving rise to the calendar month during which such Registration Delay Payments has occurred are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. The number of shares of Common Stock to be issued for any Registration Delay Payment shall be the amount of such Registration Delay Payment divided by the average Closing Sale Price (as defined in the Debentures) of the Common Stock for the five (5) trading days immediately preceding the date of payment. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of two percent (2.0%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) (A) the Additional Registration Statement is not filed with the SEC on or before the Additional Filing Deadline (a “Filing Failure”) or (B) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a "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 applicable 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 StatementStatement or to register, subject to register the grace periods set forth in Section 3(q) a sufficient number of shares of Common Stock to enable resale of 100% of the shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants without regard to limitations on conversion, redemption and exercise of such Notes and Warrants and assuming such conversion, redemption or to maintain exercise occurred on the listing date of the filing of the Registration Statement or a suspension or delisting of the Common StockStock on its principal trading exchange or market) (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 (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 one percent (2.01.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Notes relating to the ’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured; provided, however, that in no event shall the Company be liable for more than one percent (1%) of penalties during any thirty day period or for multiple events during any thirty day period. The payments to which a holder shall be entitled pursuant to this Section 2(g) 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 thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of two one percent (2.01.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to The parties agree that the contrary, in no event shall the aggregate Company will not be liable for Registration Delay Payments exceed twelve and one-half percent (12.5%) under this Section in respect of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415Warrants.

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 FAILUREFiling Failure") or (B) not declared effective by the SEC on or before the respective applicable Effectiveness Deadline Deadline, (an "EFFECTIVENESS FAILUREEffectiveness 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 or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market as a result of the Company’s failure to meet applicable listing requirements, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock (other than as a result of a limitation on the maximum number of shares of Common Stock permitted to be registered by the staff of the SEC pursuant to Rule 415) or a failure to maintain the listing of the Common Stock) (a "MAINTENANCE FAILUREMaintenance Failure") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to two one percent (2.01.0%) of the aggregate Purchase Price Market Value (as such term is defined in the Securities Purchase Subscription Agreement) of such Investor's Notes relating to the Registrable Securities whether or not included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on the thirtieth day after the date of a Filing Failure and on every thirtieth day thereafter (in each case, pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (iiv) (A) on the thirtieth day after the date of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) on every thirtieth day thereafter (in each case, pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iiivi) on the thirtieth day after the initial day date of a Maintenance Failure and on every thirtieth day thereafter (in each case, 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(g2(h) are referred to herein as "REGISTRATION DELAY PAYMENTSRegistration 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 thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred 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 two one percent (2.01.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrarycontrary herein or in the Subscription Agreement, in no event shall the aggregate (i) Registration Delay Payments exceed twelve and one-half be payable for any period after the expiration of the Registration Period, (ii) the aggregate amount of Registration Delay Payments to an Investor exceed, in the aggregate, ten percent (12.510%) of the aggregate Purchase Price for all Investors Market Value of such Investor's Registrable Securities on the applicable Closing Date and (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall ii) the Company be liable for any damages obligated to make both Public Information Failure Payments (as defined in connection with the Warrants or Warrant Shares. In addition, Subscription Agreement) and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with in respect of the same securities and for any same period of time in which a failure giving rise to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement payments is deemed to be able to avail itself of Rule 415have occurred.

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 such Registration Statement has been declared effective by the applicable Effective Date SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (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") Stock)(a “Maintenance Failure”), then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities Notes relating to such Registration Statement Statement: (I) on each of the day of a Filing Failure, an Effectiveness Failure and the initial day of a Maintenance Failure, an amount in cash equal to two percent the product of (2.0%i) of the aggregate Purchase Price Principal (as such term is defined in the Securities Purchase AgreementNotes) of such Investor's ’s Notes relating to the Registrable Securities convertible into Conversion Shares included in such Registration Statement multiplied by (ii) 0.01, and (II) on each the earlier of the following dates: (i) the last day of a Filing Failure and on every thirtieth each 30 day (pro rated for periods totaling less than thirty days) period after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on the day of the Filing Failure, an Effectiveness Failure and the initial day of a Maintenance Failure, as applicablethe case may be, and thereafter or on the earlier of (I) the thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event any such Filing Failure, Effectiveness Failure or failure giving rise Maintenance Failure is cured, an amount in cash equal to the product of (i) the aggregate Principal of such Investor’s Notes convertible into Conversion Shares included in such Registration Delay Payments is curedStatement multiplied by (ii) 0.02. In the event the Company fails to make Registration Delay Payments any payments pursuant to this Section 2(f) in a timely manner, such Registration Delay Payments payments shall bear interest at the rate of two percent (2.0%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not (A) not filed with the SEC on or before the 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 Registration Statement has been declared effective by the SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(t))) pursuant to such the Registration Statement (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 (which remedy shall not not, except as described below in this Section 2(f), be exclusive of any other remedies under the Transaction Documents, available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Notes an amount in cash equal to two percent (2.0%) the product 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 principal amount of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; the Notes held by each holder multiplied by (ii) the product of (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and 0.000667 multiplied by (B) on every thirtieth day the sum (pro rated for periods totaling less than thirty dayswithout duplication) after an Effectiveness Failure until such Effectiveness Failure is cured; and of (iiix) the initial day number of a Maintenance Failure and days after the Filing Deadline that such Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is curedRegistration Statement pursuant to Section 2(e). The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the thirtieth last day after of the event or failure giving rise to the calendar month during which such Registration Delay Payments has occurred 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 two percent (2.0%) % per month (prorated for partial months) until paid in full. Notwithstanding anything herein to In the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with files, by the Warrants or Warrant Shares. In additionFiling Deadline, and notwithstanding anything to a Registration Statement coving all the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by and required to be filed pursuant to this Agreement and the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for Company uses its reasonable best efforts to cause such Registration Statement to be able declared effective as soon as practicable, but such Registration Statement is not declared effective on or before the Effectiveness Deadline, the holders of the Notes shall not be entitled to avail itself any remedies, under the Transaction Documents, at law or in equity, due to such failure of Rule 415the Registration Statement to be declared effective, other than the Registration Delay Payments (including any interest accruing thereon), for a period of 30 days following the Effectiveness Deadline, after which period such Registration Delay Payments shall no longer be exclusive of any other remedies available under the Transaction Documents, at law or in equity.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with within fifteen (15) Business Days of the SEC on or before the respective Filing Deadline Deadline, (ii) such a "FILING FAILURE") or (B) Registration Statement is not declared effective by the SEC on or before the respective Effectiveness Deadline (an "EFFECTIVENESS FAILURE") or (iiiii) on any day after the applicable Effective Date Registration Statement has been declared effective by the SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(p)) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a "MAINTENANCE FAILURE") Shares), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock Shares (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities Shares relating to such Registration Statement an amount in cash per such Preferred Share held equal to two percent the product of (2.0%i) $1,000 USD multiplied by (ii) the product of (I) .0005 multiplied by (II) the aggregate Purchase Price sum of (as x) the number of days after the Filing Deadline that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such term Registration Statement is defined in not available (other than during an Allowable Grace Period) for the Securities Purchase Agreement) sale of such Investor's Notes relating to 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 a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until Statement, provided that such Filing Failure is cured; number in clause (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) 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 curedexceed 0.20. The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as "REGISTRATION DELAY PAYMENTS“Registration Delay Payments." ” 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 earliest of (I) the thirtieth last day after of the event or failure giving rise to the calendar month during which such Registration Delay Payments has occurred and are incurred, (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of two percent (2.0%) 18% per month annum (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 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, 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), (A) the Company shall pay to each holder the holders of Registrable Securities relating to such Registration Statement Statement, pro rata in proportion to the number of such Registrable Securities held by each such holder, an aggregate amount in cash equal to two one percent (2.01.0%) 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 Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is curedFailure; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is curedFailure; and (iii) the initial day of a Maintenance Failure and (B) the Company shall pay to the holders of Registrable Securities relating to such Registration Statement, pro rata in proportion to the number of such Registrable Securities held by each such holder, an aggregate amount in cash equal to two percent (2.0%) of the aggregate Purchase Price of such Registrable Securities included in such Registration Statement on each of the following dates: (i) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (ii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (iii) on the thirtieth day after the date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as "REGISTRATION DELAY PAYMENTS“Registration Delay Payments." ” Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred 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 two one and one-half percent (2.01.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a "Registration Failure"), (ii) a Registration Statement covering (A) all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective applicable Filing Deadline (a "FILING FAILUREFiling Failure") or (B) all of the Registrable Securities required to be covered thereby (other than Cutback Shares) and required to be filed by the Company pursuant to this Agreement is not declared effective by the SEC on or before the respective applicable Effectiveness Deadline Deadline, (an "EFFECTIVENESS FAILUREEffectiveness Failure") or (iiiii) on any day after the applicable Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock (other than Cutback Shares) or a failure to maintain the listing of the Common Stock) (a "MAINTENANCE FAILUREMaintenance Failure") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to two one and one-half percent (2.01.5%) 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 not included in such Registration Statement (other than Cutback Shares in case the event triggering the provisions of this Section 2(g) is an Effectiveness Failure) on each of the following dates: (i) the day of a Registration Failure; (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Registration Failure is cured; (iivi) (A) on the thirtieth day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 after the date of a particular year Filing Failure and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) on every thirtieth day thereafter (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Filing Failure is cured; and (iiivii) on the initial thirtieth day after the date of a Maintenance an Effectiveness Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as "REGISTRATION DELAY PAYMENTSRegistration 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 thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred 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 two one and one-half percent (2.01.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to any elections made pursuant to Section 4(b), if (i) a Registration Statement covering all the Registrable Securities is not declared effective by the Commission on or before the Effectiveness Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to thereby, as described in Section 2(e) of this Agreement Agreement, is (A) not filed with the SEC Commission on or before the respective Filing Deadline (a "FILING FAILURE"deadline described in Section 2(e) of this Agreement or (B) is not declared effective by the SEC Commission on or before the respective Effectiveness Deadline deadline described in Section 2(e) of this Agreement, (an "EFFECTIVENESS FAILURE") or (iiiii) on any day after such Registration Statement has been declared effective by the applicable Effective Date Commission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made as a matter of law (other than during an Allowable Grace Period (as defined in Section 3(r)3(n) of this Agreement) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing but excluding failures caused solely by a breach of the Common Stockapplicable Investor’s obligations hereunder), or (iv) a Grace Period (as defined in Section 3(n) of this Agreement) exceeds the length of an Allowable Grace Period (each of the items described in clauses (i), (ii), (iii) and (iv) above shall be referred to as a "MAINTENANCE FAILURE") “Registration Delay”), then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), ) the Company shall pay to on the occurrence of each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to two percent (2.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure Delay and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure thereafter until such Filing Failure Registration Delay is cured; cured to each holder of the Series AA Preferred an amount in cash equal to the product of (i) the initial principal amount paid for the Series AA Preferred held by such holder or the related Conversion Shares multiplied by (ii) two percent (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) 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 cured2%). The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as "REGISTRATION DELAY PAYMENTS“Registration Delay Payments." ” The 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 in cash on the earlier of (IA) the thirtieth last day after of the event or failure giving rise to the calendar month during which such Registration Delay Payments has occurred are incurred and (IIB) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of two one and one-half percent (2.01.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not (A) not filed with the SEC on or before the 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 applicable Effective Date Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) 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, 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 (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 per Registrable Security or Warrant held by such Holder equal to two percent (2.0%) the product 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 number of a Filing Failure and Warrant Shares held by such holder plus the number of Warrant Shares issuable upon exercise of Warrants (without regard to any limitations on every thirtieth day (pro rated for periods totaling less than thirty daysexercise) after a Filing Failure until held by such Filing Failure is cured; Holder, multiplied by (ii) the greater of the Warrant Exercise Price (Aas defined in the Warrants) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because Closing Sale Price (as defined in the Company's most recent 1934 Act reports do not include financial statements less than 135 days oldWarrants) of the Common Stock on the applicable date on which the Company incurred the payment obligation provided in this Section 2(e), the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and multiplied by (iii) the initial day sum of a Maintenance Failure and (A) .02, if the Registration Statement is not filed by the Filing Deadline, plus (B) .02, if the Registration Statement is not declared effective by the Effectiveness Deadline, plus, (C) the product of (I) .00067 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that such Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available for the sale of at least all the Registrable Securities required to be included on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is curedRegistration Statement. The payments to which a holder shall be entitled pursuant to this Section 2(g2(e) are referred to herein as "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the thirtieth 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 has occurred 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 two percent (2.0%) % per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities is not filed with the Commission on or before the Filing Deadline or is not declared effective by the Commission on or before the Effectiveness Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to thereby, as described in Section 2(e) of this Agreement Agreement, is (A) not filed with the SEC Commission on or before the respective Filing Deadline (a "FILING FAILURE"deadline described in Section 2(e) of this Agreement or (B) is not declared effective by the SEC Commission on or before the respective Effectiveness Deadline deadline described in Section 2(e) of this Agreement, (an "EFFECTIVENESS FAILURE") or (iiiii) on any day after such Registration Statement has been declared effective by the applicable Effective Date Commission, 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(n) of this Agreement) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock Stock), or to maintain (iv) a Grace Period exceeds the listing length of an Allowable Grace Period (each of the Common Stockitems described in clauses (i), (ii) and (iii) above shall be referred to as a "MAINTENANCE FAILURERegistration Delay") ), then, as partial relief for the damages to any holder the Investors by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay (1) to each holder of Registrable Securities relating to such Registration Statement the Notes or Conversion Shares an amount in cash equal to two percent (2.0%) the product of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated initial principal amount paid for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; Note or the related Conversion Shares multiplied by (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(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 product of (I) the thirtieth day percentage determined by dividing (A) eight-tenths of one percent (0.8%) (except that such number shall only be one-quarter percent (0.25%) during the first thirty (30) days after the event or failure giving rise Effectiveness Deadline if the Effectiveness Deadline has been extended to the Registration Delay Payments has occurred and February 28, 2002 in accordance with Section 2(a) of this Agreement) by (B) 30, multiplied by (II) the third Business Day sum of (x) the number of days (including any partial days) after the event Filing Deadline or failure giving rise to the deadline described in Section 2(e) of this Agreement, as applicable, that the Registration Delay Payments Statement is cured. In not filed with the event Commission, plus (y) the Company fails to make number of days (including any partial days) after the Effectiveness Deadline or the deadline described in Section 2(e) of this Agreement that the Registration Delay Payments in a timely mannerStatement is not declared effective by the Commission, plus (z) after the Registration Statement has been declared effective by the Commission, the number of days (including any partial days) that such Registration Delay Payments shall bear interest at Statement is not available (other than during an Allowable Grace Period) for the rate sale of two percent all the Registrable Securities and (2.0%2) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) each holder of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything Shares an amount in cash equal to the contrary contained herein, in no event shall product of (i) the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order Exercise Price for such Registration Statement to be able to avail itself Warrant or the related Warrant Shares multiplied by (ii) the product of Rule 415.(I) the percentage determined by dividing

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby (as determined on the date of this Agreement) and required to be filed by the Company pursuant to Section 2(a) or (b) of this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a "FILING FAILUREFiling Failure") or (B) not declared effective by the SEC on or before the respective earlier of (x) the Effectiveness Deadline or (y) three (3) Business Days of receipt by the Company of a written or oral communication from the SEC that the Registration Statement will not be reviewed or that the SEC has no further comments (an "EFFECTIVENESS FAILUREEffectiveness Failure") or (C) the Company does not file a request for acceleration of effectiveness of such Registration Statement to a time and date not later than 48 hours after the submission of such request within two (2) Business Days after the Company learns that no review of a particular Registration Statement will be made by the staff of the SEC or that the staff has no further comments on a particular Registration Statement and the National Association of Securities Dealers, Inc. (the “NASD”) shall have cleared such Registration Statement pursuant to the Rule 2710 of the NASD, (ii) on any day after the applicable Effective Date and before the Termination Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable a Grace Period (as defined in Section 3(r3(l)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a "MAINTENANCE FAILUREMaintenance Failure") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to two one percent (2.01.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) principal amount of such Investor's Notes relating to Debentures (“Principal Amount”), the Registrable Securities attributable to which are required to be included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) 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 daysor partial period) after a Maintenance Failure until such Maintenance Failure is cured; provided, however, the aggregate amount of Registration Delay Payments shall not exceed twenty-four percent (24%) of such Principal Amount; provided, further, that amounts payable as Registration Delay Payments shall cease when the Investor no longer holds any Debentures, Warrants and Conversion Shares or in the event the Investor’s Conversion Shares or Warrant Shares can be immediately sold by the Investor in reliance on Rule 144(k) without any volume restrictions and the Company has removed legends restricting resale from the Warrant Shares and the Conversion Shares. The payments to which a holder shall be entitled pursuant to this Section 2(g2(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 thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of two percent (2.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the Payments."REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. i. If (i) a Registration Statement covering all of the Initial Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to Section 2(a)(i) or Section 2(e)(i) of this Agreement is not (A) not filed with the SEC on or before the 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 a Registration Statement has been declared effective by the applicable Effective Date SEC sales of all of the Initial Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(t))) pursuant to such Registration Statement (including, without limitation, including because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, 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 of Initial Notes or Initial Warrants by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each such holder of Registrable Securities relating to such Registration Statement an amount in cash equal to two percent (2.0%) the product 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 sum of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day principal amount of an Effectiveness Failure (except if the Initial Notes held by such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) holder and (B) on every thirtieth day the total Aggregate Exercise Price (pro rated for periods totaling less than thirty daysas defined in the Initial Warrants) after an Effectiveness Failure until of all Initial Warrants held by such Effectiveness Failure is cured; holder and to which such Registration Statement relates, multiplied by (iiiii) the initial day sum of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty daysA) after a Maintenance Failure until 0.02, if such Maintenance Failure Registration Statement is cured. The payments to which a holder shall be entitled pursuant to this Section 2(gnot filed by the applicable Filing Deadline, plus (B) are referred to herein as "REGISTRATION DELAY PAYMENTS." 0.02, if such Registration Delay Payments shall be paid on Statement is not declared effective by the day of applicable Effectiveness Deadline, plus (C) the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier product of (I) the thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and 0.000667 multiplied by (II) the third Business Day sum (without duplication) of (x) the number of days 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, applicable Filing Deadline that such Registration Delay Payments shall bear interest at the rate of two percent (2.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection Statement is not filed with the Warrants or Warrant Shares. In additionSEC, and notwithstanding anything to plus (y) the contrary contained herein, in no event shall number of days after the Registration Delay Payments be payable with respect to any Registrable Securities applicable Effectiveness Deadline that are not included on any applicable such Registration Statement solely as a result is not declared effective by the SEC, plus (z) the number of a comment received days after such Registration Statement has been declared effective by the SEC requiring a limit on the number of Registrable Securities included in that such Registration Statement in order is not available (other than during an Allowable Grace Period) for the sale of at least all the Initial Registrable Securities required to be included on such Registration Statement pursuant to be able to avail itself of Rule 415Section 2(e)(i).

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") for any reason other than solely by virtue of a material breach by any of the Investors of any of their obligations hereunder or (ii) on any day after the applicable Effective Date Registration Statement has been declared effective by the SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r), during any period in which the effectiveness thereof has been suspended because any of the information contained therein with respect to any Investor and provided by the Investor is untrue in any material respect or omits to state a material fact required to be stated therein, or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, or during any period in which the Company is preparing and waiting for the effectiveness of any prospectus supplement or post-effective amendment filed pursuant to the provisions of Section 3(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 (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 per Preferred Share held equal to two percent the product of (2.0%i) $10,000 multiplied by (ii) the product of (I) 0.00033 multiplied by (II) the aggregate Purchase Price sum of (as x) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (y) the number of days, in each instance, after the Registration Statement has declared effective by the SEC that such term Registration Statement is defined in not available (other than during an Allowable Grace Period) for the Securities Purchase Agreement) sale of such Investor's Notes relating to at least all the Registrable Securities required to be included in on such on such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) 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 curedStatement. The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as "REGISTRATION DELAY PAYMENTSRegistration 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 an earlier of (I) the thirtieth last day after of the event or failure giving rise to the calendar month during which such Registration Delay Payments has occurred are incurred and (II) the third Business Day business day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make any Registration Delay Payments Payment in a timely manner, each such Registration Delay Payments Payment shall bear interest at the rate of two percent (2.0%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If i. Subject to Section 2(f) below, if (i) a the Initial Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not (A) not filed with the SEC on or before the respective Initial Filing Deadline (a "FILING FAILURE") or (B) not declared effective by the SEC on or before the respective Initial Effectiveness Deadline (an "EFFECTIVENESS FAILURE") or (ii) on any day after the applicable Effective Date Initial Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities required to be included on such the Initial Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)3(q) hereof) pursuant to such the Initial Registration Statement (including, without limitation, including because of a failure to keep such the Initial Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Initial Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a "MAINTENANCE FAILURE") Registrable Securities), then, in each case, as partial relief for the liquidated damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity)such Registrable Securities, the Company shall pay to each such holder of Registrable Securities relating to such Registration Statement an amount in cash equal to two percent (2.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(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 product of (I) the thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and number of Registrable Securities then held by such holder, multiplied by (II) the third Business Day arithmetic average of the Weighted Average Price of the Common Stock on each of the five (5) consecutive Trading Days immediately preceding the Initial Closing Date, and multiplied by (III) the product of (x) 0.000000 multiplied by (y) the sum (without duplication) of (1) the number of days after the event or failure giving rise to Initial Filing Deadline that the Initial Registration Delay Payments Statement is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of two percent (2.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection not filed with the Warrants or Warrant Shares. In additionSEC, and notwithstanding anything to plus (2) the contrary contained herein, in no event shall number of days after the Registration Delay Payments be payable with respect to any Registrable Securities Initial Effectiveness Deadline that are not included on any applicable the Initial Registration Statement solely as a result is not declared effective by the SEC, plus (3) the number of a comment received days after the Initial Registration Statement has been declared effective by the SEC requiring a limit that the Initial Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on the number of Registrable Securities included in such Initial Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415Statement.

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 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)) below) or as a result of the circumstances described in Section 3(m) below) pursuant to such Registration Statement (including, without limitation, because of a failure failure: (A) to keep such Registration Statement effective, (B) to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, or (C) to register a sufficient number of shares of Common Stock or to maintain the listing of have the Common StockStock listed or quoted, or not suspended, on the Principal Market or an Alternative Market (as each such term is defined in the Securities Purchase Agreement)) (a "MAINTENANCE FAILURE"“Maintenance Failure”), or (iii) the exercise rights of the holders pursuant to the Additional Investment Rights are suspended or not honored for any reason (the foregoing, an “AIR Exercisability Failure”), then, as partial relief for the damages to any holder Investor by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Statement: (1) on each of the day of a Filing Failure, an Effectiveness Failure, a Maintenance Failure or an AIR Exercisability Failure, as the case may be, an amount in cash equal to two percent the product of: (2.0%i) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Notes relating to the ’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; multiplied by (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old0.015, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B2) on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(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 thirtieth last day of each 30 day period after a Filing Failure, an Effectiveness Failure, a Maintenance Failure or a AIR Exercisability Failure, as the event case may be, or failure giving rise to the Registration Delay Payments has occurred and (II) on the third Business Day after the event any such Filing Failure, Effectiveness Failure, Maintenance Failure or failure giving rise AIR Exercisability Failure is cured, an amount in cash equal to the product of (i) the aggregate Purchase Price of such Investor’s Registrable Securities included in such Registration Delay Payments is curedStatement multiplied by (ii) 0.015 (prorated for partial months); provided however, that the payments, described in clause (1) above shall not accrue or be payable with respect to an Effectiveness Failure that arises from a written determination by the SEC that one or more of the Buyers are acting as underwriters and the Company’s ineligibility to use a Form S-3 Registration Statement for the re-sale of the Registrable Securities. In the event If the Company fails to make Registration Delay Payments any payments pursuant to this Section 2(f) in a timely manner, such Registration Delay Payments payments shall bear interest at the rate of two percent (2.0%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to any elections made pursuant to Section 4(b), if (i) a Registration Statement covering all the Registrable Securities is not filed with the Commission on or before the Filing Deadline or is not declared effective by the Commission on or before the Effectiveness Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to thereby, as described in Section 2(e) of this Agreement Agreement, is (A) not filed with the SEC Commission on or before the respective Filing Deadline (a "FILING FAILURE"deadline described in Section 2(e) of this Agreement or (B) is not declared effective by the SEC Commission on or before the respective Effectiveness Deadline deadline described in Section 2(e) of this Agreement, (an "EFFECTIVENESS FAILURE") or (iiiii) on any day after such Registration Statement has been declared effective by the applicable Effective Date Commission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made as a matter of law (other than during an Allowable Grace Period (as defined in Section 3(r)3(n) of this Agreement) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing but excluding failures caused solely by a breach of the Common Stockapplicable Investor’s obligations hereunder), or (iv) a Grace Period (as defined in Section 3(n) of this Agreement) exceeds the length of an Allowable Grace Period (each of the items described in clauses (i), (ii), (iii) and (iv) above shall be referred to as a "MAINTENANCE FAILURE") “Registration Delay”), then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares Shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), ) the Company shall pay to on the occurrence of each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to two percent (2.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure Delay and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure thereafter until such Filing Failure Registration Delay is cured; , (1) to each holder of the Notes or Conversion Shares an amount in cash equal to the product of (i) the initial principal amount paid for the Note held by such holder or the related Conversion Shares multiplied by (ii) two percent (A2%), (2) to each holder of the Warrants or Warrant Shares an amount in cash equal to the product of (i) the day of an Effectiveness Failure Exercise Price for such Warrant or the related Warrant Shares multiplied by (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause ii) two percent (A) shall not apply2%) and (B3) on every thirtieth day to each holder of the Additional Investment Right Warrants an amount in cash equal to the product of (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iiii) the initial day of a Maintenance Failure and on every thirtieth day principal amount payable for the applicable Additional Notes multiplied by (pro rated for periods totaling less than thirty daysii) after a Maintenance Failure until such Maintenance Failure is curedtwo percent (2%). The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as "REGISTRATION DELAY PAYMENTS“Registration Delay Payments." ” The 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 in cash on the earlier of (IA) the thirtieth last day after of the event or failure giving rise to the calendar month during which such Registration Delay Payments has occurred are incurred and (IIB) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of two one and two-tenths percent (2.01.2%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 date that is thirty (30) Business Days after the Closing Date or any Additional Closing Date, as applicable (each such date, respectively, a "FILING FAILUREFiling Deadline") ), or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an "EFFECTIVENESS FAILURE") or (ii) on any day after such Registration Statement has been declared effective by the applicable Effective Date SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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") ), then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities Convertible Debentures relating to such Registration Statement an amount in cash equal to two percent the product of (2.0%i) of the aggregate Purchase Price Initial Outstanding Principal Amount (as such term is defined in the Securities Purchase AgreementConvertible Debentures) paid by such Investor for its Convertible Debentures multiplied by (ii) the product of (I) .0005 multiplied by (II) the sum of (x) the number of days after the applicable Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days, in each instance, after the Registration Statement has been declared effective by the SEC that such Investor's Notes relating to Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included in on such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) 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 curedStatement. The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as "REGISTRATION DELAY PAYMENTSRegistration 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 thirtieth last day after of the event or failure giving rise to the calendar month during which such Registration Delay Payments has occurred 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 two percent (2.0%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not (A) not with respect to a Subsequent Registration Statement, filed with the SEC on or before the respective Subsequent Filing Deadline (a "FILING FAILUREFiling Failure") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an "EFFECTIVENESS FAILUREEffectiveness Failure") or (ii) on any day after the applicable 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 FAILUREMaintenance Failure") ), then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock ADRs (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to two one and one half percent (2.01.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (iA) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) on every thirtieth day (pro rated for periods totaling less than thirty days) after from the date of an Effectiveness Failure until such Effectiveness Failure is cured; cured and (iiiC) the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after 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(g) are referred to herein as "REGISTRATION DELAY PAYMENTSRegistration 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 thirtieth last day after of the event or failure giving rise to the calendar month during which such Registration Delay Payments has occurred 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 two percent (2.0%) 1.0% per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. i. 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 (an "EFFECTIVENESS FAILURE") or (ii) on any day after a Registration Statement has been declared effective by the applicable Effective Date SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(t))) pursuant to such Registration Statement (including, without limitation, including because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, 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 of Notes or Warrants by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each such holder of Registrable Securities relating to such Registration Statement an amount in cash equal to two percent (2.0%) the product 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 sum of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day principal amount of an Effectiveness Failure (except if the Notes held by such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) holder and (B) on every thirtieth day the total Aggregate Exercise Price (pro rated for periods totaling less than thirty daysas defined in the Warrants) after an Effectiveness Failure until of all Warrants held by such Effectiveness Failure is cured; holder and to which such Registration Statement relates, multiplied by (iiiii) the initial day sum of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty daysA) after a Maintenance Failure until 0.02, if such Maintenance Failure Registration Statement is cured. The payments to which a holder shall be entitled pursuant to this Section 2(gnot filed by the applicable Filing Deadline, plus (B) are referred to herein as "REGISTRATION DELAY PAYMENTS." 0.02, if such Registration Delay Payments shall be paid on Statement is not declared effective by the day of applicable Effectiveness Deadline, plus (C) the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier product of (I) the thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and 0.000667 multiplied by (II) the third Business Day sum (without duplication) of (x) the number of days 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, applicable Filing Deadline that such Registration Delay Payments shall bear interest at the rate of two percent (2.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection Statement is not filed with the Warrants or Warrant Shares. In additionSEC, and notwithstanding anything to plus (y) the contrary contained herein, in no event shall number of days after the Registration Delay Payments be payable with respect to any Registrable Securities applicable Effectiveness Deadline that are not included on any applicable such Registration Statement solely as a result is not declared effective by the SEC, plus (z) the number of a comment received days after such Registration Statement has been declared effective by the SEC requiring a limit on the number of Registrable Securities included in that such Registration Statement in order is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement pursuant to be able to avail itself of Rule 415Section 2(e).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not (A) not filed with the SEC 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 Registration Statement has been declared effective by the SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(t))) pursuant to such the Registration Statement (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, 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 (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 per Preferred Share held equal to two percent the product of (2.0%i) $1,000 multiplied by (ii) the sum of (A) .02, if the aggregate Purchase Price Registration Statement is not filed by the Filing Deadline, plus (as B) .02, if the Registration Statement is not declared effective by the Effectiveness Deadline, plus, (C) the product of (I) .000667 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that such term Registration Statement is defined in not filed with the Securities Purchase AgreementSEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Investor's Notes relating to Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included in on such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) 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 curedStatement. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as "REGISTRATION DELAY PAYMENTSRegistration 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 thirtieth 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 has occurred 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 two percent (2.0%) % per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 applicable Effective Date SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (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 the "MAINTENANCE FAILURESelling Prohibition") ), then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities Convertible Debentures relating to such Registration Statement an amount in cash equal to two percent (2.0%) the product of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until Penalty Amount applicable to such Filing Failure is cured; Investor multiplied by (ii) the product of (AI) 0.0005 multiplied by (II) the day sum of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 x) the number of a particular year and days after the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, applicable Filing Deadline that the Registration Delay Payment pursuant to this clause Statement is not filed with the SEC, plus (A) shall not apply) and (B) on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iiiy) the initial day number of a Maintenance Failure and days after the applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days, in each instance, after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is curedRegistration Statement. The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as "REGISTRATION DELAY PAYMENTSRegistration 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 thirtieth last day after of the event or failure giving rise to the calendar month during which such Registration Delay Payments has occurred 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 two percent (2.0%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities is not filed with the Commission on or before the Filing Deadline or is not declared effective by the Commission on or before the Effectiveness Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to thereby, as described in Section 2(e) of this Agreement Agreement, is (A) not filed with the SEC Commission on or before the respective Filing Deadline (a "FILING FAILURE"deadline described in Section 2(e) of this Agreement or (B) is not declared effective by the SEC Commission on or before the respective Effectiveness Deadline deadline described in Section 2(e) of this Agreement, (an "EFFECTIVENESS FAILURE") or (iiiii) on any day after such Registration Statement has been declared effective by the applicable Effective Date Commission, 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) of this Agreement)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock Stock), or to maintain (iv) a Grace Period exceeds the listing length of an Allowable Grace Period (each of the Common Stockitems described in clauses (i), (ii), (iii) and (iv) above shall be referred to as a "MAINTENANCE FAILURE") “Registration Delay”), then, as partial relief for the damages to any holder the Investors by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay (1) to each holder of Registrable Securities relating to such Registration Statement the Series B Preferred or Conversion Shares an amount in cash equal to two percent (2.0%) the product of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated initial amount paid for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; Series B Preferred or the related Conversion Shares multiplied by (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(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 product of (I) the thirtieth day after percentage determined by dividing (A) the event or failure giving rise to the Registration Delay Payments has occurred and Applicable Percentage (as defined below) by (B) 30, multiplied by (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 sum of two percent (2.0%x) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included days (including any partial days) after the Filing Deadline or the deadline described in such Section 2(e) of this Agreement, as applicable, that the Registration Statement in order for such Registration Statement to be able to avail itself is not filed with the Commission, plus (y) the number of Rule 415.days (including

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. (i) 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) 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 (an "EFFECTIVENESS FAILURE") or (ii) on any day after the applicable Effective Date Registration Statement has been declared effective by the SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(s))) pursuant to such the Registration Statement (including, without limitation, including 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") as determined in accordance with Section 2(e)), then, as partial relief for the damages to any holder of the Warrants by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each such holder of Registrable Securities relating to such Registration Statement an amount in cash equal to two percent (2.0%) the product 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 total Aggregate Exercise Price (as defined in the Warrants) of a Filing Failure all Warrants held by such holder and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; to which the Registration Statement relates, multiplied by (ii) the sum of (A) the day of an Effectiveness Failure (except 0.02, if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall Statement is not apply) and filed by the applicable Filing Deadline, plus (B) on every thirtieth day 0.02, if the Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iiiC) the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(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 product of (I) the thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and 0.000667 multiplied by (II) the third Business Day sum (without duplication) of (x) the number of days 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, applicable Filing Deadline that such Registration Delay Payments shall bear interest at the rate of two percent (2.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection Statement is not filed with the Warrants or Warrant Shares. In additionSEC, and notwithstanding anything to plus (y) the contrary contained herein, in no event shall number of days after the Registration Delay Payments be payable with respect to any Registrable Securities applicable Effectiveness Deadline that are not included on any applicable such Registration Statement solely as a result is not declared effective by the SEC, plus (z) the number of a comment received days after such Registration Statement has been declared effective by the SEC requiring a limit on the number of Registrable Securities included in that such Registration Statement in order is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included and maintained on such Registration Statement pursuant to be able to avail itself of Rule 415Section 2(e).

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 applicable Effective Date SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (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 relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock Ordinary Shares (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities Notes relating to such Registration Statement an amount in cash equal to two percent the product of (2.0%i) of the aggregate Purchase Price Principal (as such term is defined in the Securities Purchase AgreementNotes) convertible into Conversion Shares included in such Registration Statement of such Investor's Notes relating to multiplied by (ii) the sum of (A) 0.02, if such Registration Statement is not filed by the applicable Filing Deadline, plus (B) 0.02, if such Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus (C) the product of (I) 0.00067 multiplied by (II) the sum of (x) the number of days after the applicable Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days, in each instance, after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all of the Registrable Securities required to be included in on such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) 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 curedStatement. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as "REGISTRATION DELAY PAYMENTSRegistration 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 thirtieth last day after of the event or failure giving rise to the calendar month during which such Registration Delay Payments has occurred 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 two percent (2.0%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not (A) not filed A)filed with the SEC on or before the respective Filing Deadline (a "FILING FAILURE") or (B) not declared B)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 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)below) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement, 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 (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 per Preferred Share held equal to two percent the product of (2.0%i) $10,000 multiplied by (ii) the sum of (A) 0.015, if the aggregate Purchase Price Registration Statement is not filed by the Filing Deadline, plus (as B) 0.015, if the Registration Statement is not declared effective by the Effectiveness Deadline, plus, (C) the product of (I) 0.0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that such term Registration Statement is defined in not filed with the Securities Purchase AgreementSEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Investor's Notes relating to Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included in on such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) 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 curedsection 2(e). The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the thirtieth last day after of the event or failure giving rise to the calendar month during which such Registration Delay Payments has occurred 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 two percent (2.0%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything herein to full (or if lower, the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"maximum amount allowed under applicable law). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to Section 2(a) of this Agreement is (A) not filed with the SEC on or before the 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 Effectiveness Deadline sales of all of the Registrable Securities required to be included on such Registration Statement (other than shares of Common Stock which are contractually restricted from being sold or cannot be sold due to a requirement under applicable state blue sky laws or regulations which the Company is otherwise excused from compliance with hereunder) cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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 Stock)(a "MAINTENANCE FAILURE"), or (iii) from and after the Effectiveness Deadline, the Common Stock is not listed or quoted, or is suspended from trading on OTC Bulletin Board for a period of three Trading Days within any rolling 180 calendar day period (which need not be consecutive Trading Days) during the Registration Period (as defined below), then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities Investor relating to such Registration Statement an amount in cash equal to two percent (2.0%) 1% of the aggregate Purchase Price (as such term is defined said Investor's total investment per month or part thereof. Such amount shall be payable in the Securities Purchase Agreement) form of additional shares of Preferred Stock and such Investor's Notes relating to the Preferred Stock will constitute Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(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 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 curedSecurities. In the event the Company fails to make Registration Delay Payments in a timely mannerissue such Preferred Stock within 30 days of the date the Company first becomes obligated to issue them hereunder, such Registration Delay Payments the Company shall bear pay interest on the value thereof (based on the price per share of $3.56 at the rate of two percent (2.0%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything herein To avoid confusion, Existing Holders shall not be entitled to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%any payment under this Section 2(g) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result shares of a comment received Common Stock owned by the SEC requiring a limit them on the number date of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415this 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 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 applicable Effective Date SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)below) 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 "MAINTENANCE FAILURE"any such failure or breach being referred to as an “Event”, and the date on which such Event occurs being referred to as the “Event Date”) then, as partial relief in addition to any other rights the holders of Shares may have hereunder or under applicable law, on each monthly anniversary of each such Event Date beginning with the first monthly anniversary of the applicable Event Date (if the applicable Event shall not have been cured by such date and if it has been cured, a pro rata amount of the amount that would otherwise be payable pursuant to this section 2(f) for the damages period from the Event Date or the last monthly anniversary of such Event Date to any holder by reason of any the date such delay in or reduction of its ability to sell Event Date has been cured) until the underlying shares of Common Stock applicable Event is cured (which remedy shall not be exclusive of any other remedies available at law or in equityeach a “Liquidated Damages Payment Date”), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Shares an amount in cash cash, as partial liquidated damages and not as a penalty, with respect to each Liquidated Damages Payment Date, equal to two percent (2.0%) the product 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) 1.0% multiplied by the day original purchase price of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until the Shares held by such Filing Failure is cured; holder multiplied by (ii) (A) a fraction, the day numerator of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 which shall be the number of a particular year total calendar days which have passed since the immediately preceding Liquidated Damages Payment Date and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) 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 denominator of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled thirty (30) calendar days. If the Company fails to pay any partial liquidated damages pursuant to this Section 2(g2(f) are referred to herein as "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the 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 full in a timely manner, such Registration Delay Payments payments shall bear interest at the rate of two percent (2.0%) 1.0% per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to any elections made pursuant to Section 4(b), if (i) a Registration Statement covering all the Registrable Securities is not filed with the Commission on or before the Filing Deadline or is not declared effective by the Commission on or before the Effectiveness Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to thereby, as described in Section 2(f) of this Agreement Agreement, is (A) not filed with the SEC Commission on or before the respective Filing Deadline (a "FILING FAILURE"deadline described in Section 2(f) of this Agreement or (B) is not declared effective by the SEC Commission on or before the respective Effectiveness Deadline deadline described in Section 2(f) of this Agreement, (an "EFFECTIVENESS FAILURE") or (iiiii) on any day after any such Registration Statement has been declared effective by the applicable Effective Date Commission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made as a matter of law (other than during an Allowable Grace Period (as defined in Section 3(r)3(n) of this Agreement) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing but excluding failures caused solely by a breach of the Common Stockapplicable Investor’s obligations hereunder), or (iv) a Grace Period (as defined in Section 3(n) of this Agreement) exceeds the length of an Allowable Grace Period (each of the items described in clauses (i), (ii), (iii) and (iv) above shall be referred to as a "MAINTENANCE FAILURE") “Registration Delay”), then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), ) the Company shall pay to on the occurrence of each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to two percent (2.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure Delay and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure thereafter until such Filing Failure Registration Delay is cured; , (1) to each holder of the Notes or Conversion Shares an amount in cash equal to the product of (i) the initial principal amount at which the Notes held by such holder were issued or the initial conversion price paid for the related Conversion Shares multiplied by (ii) two percent (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply2%) and (B2) on every thirtieth day to each holder of the Warrants or Warrant Shares an amount in cash equal to the product of (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iiii) the initial day of a Maintenance Failure and on every thirtieth day Exercise Price for such Warrant or the related Warrant Shares multiplied by (pro rated for periods totaling less than thirty daysii) after a Maintenance Failure until such Maintenance Failure is curedtwo percent (2%). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as "REGISTRATION DELAY PAYMENTS“Registration Delay Payments." ” The 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 in cash on the earlier of (IA) the thirtieth last day after of the event or failure giving rise to the calendar month during which such Registration Delay Payments has occurred are incurred and (IIB) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of two one and two-tenths percent (2.01.2%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If If: (i) a the Resale 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 prior to the respective Filing Deadline Date, (a "FILING FAILURE"ii) or (B) the Registration Statement is not declared effective by the SEC (or otherwise does not become effective) for any reason on or before prior to the respective Effectiveness Deadline Deadline, (an "EFFECTIVENESS FAILURE"iii) after its effective date (A) the Resale Registration Statement ceases for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Resale Registration Statement), to remain continuously effective as to all Registrable Shares included in the Resale Registration Statement or (iiB) on any day after the applicable Effective Date sales of all Company suspends the use of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined prospectus contained 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 the Resale Registration Statement, or (iv) the Company fails to register satisfy the current public information requirement pursuant to Rule 144(c)(1) as a sufficient number result of shares of Common Stock which the Purchasers are unable to sell Registrable Shares without restriction under Rule 144 (or any successor thereto) and fails to maintain cure any such failure to satisfy the listing of Rule 144(c)(1) requirement within 15 business days following the Common Stockdate upon which the Purchaser notifies the Company in writing that such Purchaser is unable to sell Registrable Shares as a result thereof, (any such failure or breach in clauses (i) through (a "MAINTENANCE FAILURE"iv) thenabove being referred to as an “Event,” and the date on which such Event occurs, being referred to as partial relief for the damages an “Event Date”), then in addition to any holder by reason other rights the Purchasers may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of any each such delay in or reduction of its ability to sell Event Date (if the underlying shares of Common Stock (which remedy applicable Event shall not be exclusive have been cured by such date) until the earlier of any other remedies available at law (1) the applicable Event is cured or in equity)(2) the Registrable Shares are eligible for resale pursuant to Rule 144 without manner of sale or volume restrictions, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Purchaser an amount in cash cash, as partial liquidated damages and not as a penalty (“Liquidated Damages”), equal to two one percent (2.01.0%) of the aggregate Purchase Price (as purchase price paid by such term is defined in the Securities Purchase Agreement) of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment Purchaser pursuant to this clause (A) shall not apply) and (B) on every thirtieth day (pro rated Agreement for periods totaling less than thirty days) after an Effectiveness Failure until any Registrable Shares then held by such Effectiveness Failure is cured; and (iii) Purchaser. If the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments Company fails to which a holder shall be entitled pay any Liquidated Damages pursuant to this Section 2(g4.3 in full within five (5) 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 thirtieth day business days 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 date payable, the Company fails to make Registration Delay Payments in will pay interest thereon at a timely manner, such Registration Delay Payments shall bear interest at the rate of two one percent (2.01.0%) per month (prorated for partial monthsor such lesser maximum amount that is permitted to be paid by applicable law) to the Purchaser, accruing daily from the date such Liquidated Damages are due until such amounts, plus all such interest thereon, are paid in full. Notwithstanding anything herein The Liquidated Damages pursuant to the contraryterms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event, except in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) case of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415first Event Date.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement when declared effective fails to register all of the Registrable Securities required or requested to be included therein, other than by reason of Section 2.1(b) or Section 2.6(a), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective applicable Filing Deadline (a "FILING FAILUREFiling Failure") or (B) filed with the SEC but not declared effective by the SEC on or before the respective applicable Effectiveness Deadline (an "EFFECTIVENESS FAILUREEffectiveness Failure"), unless the failure to register solely relates to Registrable Securities which the SEC Staff declines to permit to be registered because of the number of outstanding shares or public float as contemplated by Section 2.6(a) or (iiiii) on any day after 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 a Blackout Period (as defined in Section 3(r2.8)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, 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 FAILUREMaintenance Failure") then, as partial relief for the damages to any holder Investor by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Investor which holds Registrable Securities relating to such Registration Statement an amount in cash equal to two percent (2.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Notes relating to the Registrable Securities whether or not included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure and Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth (30th) day (pro pro-rated for periods totaling less than thirty (30) days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (Bv) on every thirtieth (30th) day (pro pro-rated for periods totaling less than thirty (30) days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iiivi) the initial day of a Maintenance Failure and on every thirtieth (30th) day (pro pro-rated for periods totaling less than thirty (30) days) after the initial day after a Maintenance Failure until such Maintenance Failure is cured. The Company shall also pay the reasonable fees of Legal Counsel to enforce the provisions hereof. The payments to which a holder an Investor shall be entitled pursuant to this Section 2(g2.7(c) are referred to herein as "REGISTRATION DELAY PAYMENTSRegistration Delay Payments." Notwithstanding the foregoing, Registration Delay Payments will not be payable to an Investor to the extent the Filing Failure, Effectiveness Failure or Maintenance Failure giving rise to the Company's requirement to make a Registration Delay Payment is solely as a result of incomplete or incorrect information submitted to the Company by such Investor. Provided, further, that if the Registrable Securities in an offering which is not an Underwritten Offering can all be sold under Rule 144 of the 1933 Act without regard to the volume or manner of sale provisions or if all Registrable Securities can be publicly sold under Section 4(a)(1) of the 1933 Act, the Registration Delay Payments shall not be paid by the Company. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the thirtieth (30th) day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In For the event avoidance of doubt, each of the Company fails Filing Failure, Effectiveness Failure and Maintenance Failure and failure to timely make Registration Delay Payments shall be deemed a "Default Event" as defined in a timely manner, such Registration Delay Payments the Securities Purchase Agreement for which the Buyer shall bear interest at not be obligated to purchase Additional Shares (as defined in the rate of two percent (2.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Securities Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"Agreement). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities is not filed with the Commission on or before the Filing Deadline or is not declared effective by the Commission on or before the Effectiveness Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to thereby, as described in Section 2(e) of this Agreement Agreement, is (A) not filed with the SEC Commission on or before the respective Filing Deadline (a "FILING FAILURE"deadline described in Section 2(e) of this Agreement or (B) is not declared effective by the SEC Commission on or before the respective Effectiveness Deadline deadline described in Section 2(e) of this Agreement, (an "EFFECTIVENESS FAILURE") or (iiiii) on any day after such Registration Statement has been declared effective by the applicable Effective Date Commission, 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) of this Agreement)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock Stock), or to maintain (iv) a Grace Period exceeds the listing length of an Allowable Grace Period (each of the Common Stockitems described in clauses (i), (ii), (iii) and (iv) above shall be referred to as a "MAINTENANCE FAILURE") “Registration Delay”), then, as partial relief for the damages to any holder the Investors by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay (1) to each holder of Registrable Securities relating to such Registration Statement the Series A Preferred or Conversion Shares an amount in cash equal to two percent (2.0%) the product of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated initial amount paid for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; Series A Preferred or the related Conversion Shares multiplied by (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(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 product of (I) the thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of two percent (2.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.the

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 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 (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 two percent the product of (2.0%i) $10,000 multiplied by (ii) the sum of (A) .015, if the aggregate Purchase Price Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus (as B) the product of (I) .0005 multiplied by (II) the sum of (x) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (y) the number of days after the Registration Statement has been declared effective by the SEC that such term Registration Statement is defined in not available (other than during an Allowable Grace Period) for the Securities Purchase Agreement) sale of such Investor's Notes relating to 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 a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) 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 curedStatement. The payments to which a holder shall be entitled pursuant to this Section 2(g2(e) are referred to herein as "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the thirtieth last day after of the event or failure giving rise to the calendar month during which such Registration Delay Payments has occurred 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 two percent (2.0%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. On the date hereof, as relief for the damages to the holders by reason of the delay prior to the date hereof in their 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 the holder of Initial Registrable Securities as of the date hereof an amount in cash equal to $129,166.67 (the "Current Failure"). If a Registration Statement covering all of the Initial Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to 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 Investor holding Registrable Securities relating to such Registration Statement an amount in cash equal to (i) on the date of such Initial Effectiveness Failure such Investor's pro rata share of $765,000 (computed by dividing the number of Registrable Securities relating to such Registration Statement of such Investor by the total number of Registrable Securities of the Investors relating to such Registration Statement and multiplying the result by $765,000) and (ii) two percent (2.0%) of the aggregate Purchase Price of such Investor's Registrable Securities included in such Registration Statement on 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. If a Registration Statement covering all of the Additional 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 Additional Effectiveness Deadline (an "Additional 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 Investor holding Registrable Securities relating to such Registration Statement an amount in cash equal to (i) on the date of such Additional Effectiveness Failure an amount in cash equal to such Investor’s pro rata share of seven and one-half percent (7.5%) of the principal amount of Notes then outstanding (computed by dividing the number of Registrable Securities relating to such Registration Statement of such Investor by the total number of Registrable Securities of the Investors relating to such Registration Statement and multiplying the result by seven and one-half percent (7.5%) of the principal amount of Notes then outstanding) and (ii) such Investor’s pro rata share of one percent (1.0%) of the principal amount of Notes then outstanding on every thirtieth day (pro rated for periods totaling less than thirty days) from the date of an Additional Effectiveness Failure until such Additional Effectiveness Failure is cured (computed as to each day by dividing the number of Registrable Securities relating to such Registration Statement of such Investor by the total number of Registrable Securities of the Investors relating to such Registration Statement and multiplying the result by one percent (1%) of the principal amount of Notes then outstanding). 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 FAILURESubsequent Filing Failure") or (B) not declared effective by the SEC on or before the respective Subsequent Effectiveness Deadline (a "Subsequent Effectiveness Failure"); (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not, with respect to an Additional Registration Statement, filed with the SEC on or before the Additional Filing Deadline (an "EFFECTIVENESS FAILUREAdditional Filing Failure") (provided that, no Additional Filing Failure shall be deemed to have occurred in the event that the Company withdraws an Additional Registration Statement at request of the SEC filed on or before the Additional Filing Deadline and files a subsequent Additional Registration Statement after the Additional Filing Deadline and prior to the Additional Effectiveness Deadline); or (iiiii) on any day after the applicable 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), or to maintain (B) the listing Registrable Securities are not listed or included for quotation on an Eligible Market (as defined in the Notes) or trading of the Common StockADRs is suspended or halted thereon (other than during an Allowable Trading Grace Period) (each, a "MAINTENANCE FAILUREMaintenance Failure") ), then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock ADRs (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to two one and one half percent (2.01.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (iA) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Subsequent Filing Failure until such Subsequent Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Additional Filing Failure until such Effectiveness Additional Filing Failure is cured; and (iiiC) the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after from the date of a Subsequent Effectiveness Failure until such Subsequent Effectiveness Failure is cured; (D) every thirtieth day (pro rated for periods totaling less than thirty days) from the date of an Additional Effectiveness Failure until such Additional Effectiveness Failure is cured; and (E) every thirtieth day (pro rated for periods totaling less than thirty days) from the date of a Maintenance Failure until such Maintenance Failure is cured; provided however that such amount shall not be duplicative or owed more than once with respect to any day which falls within a period described in more than one of clauses (A) through (D) immediately preceding this proviso in this sentence. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as "REGISTRATION DELAY PAYMENTSRegistration 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 thirtieth last day after of the event or failure giving rise to the calendar month during which such Registration Delay Payments has occurred 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 two percent (2.0%) 1.0% per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 30 days after the respective Effectiveness Deadline (an "EFFECTIVENESS FAILURE") or (ii) on any day after such Registration Statement has been declared effective by the applicable Effective Date SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (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 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 two percent (2.0%) 3% of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(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 thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of two percent (2.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities held by such Purchaser as of the Filing Deadline, the 30th day after the Effectiveness Deadline or the date referred to in clause (ii) above, as the case may be. Such payments shall be due within 5 days after the relevant date and on the earlier to occur of (i) every 30 days thereafter (prorated for periods of less than 30 days) and (ii)(a) the date that the Registration Statement is declared effective, in the case of the failure to file by the Filing Deadline or to have the Registration Statement declared effective by the 30th day after the Effectiveness Deadline, or (b) the date that sales of all the Registrable Securities required to be included in such the Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415may lawfully resume.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) (A) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities or (B) the Subsequent Registration Statement when declared effective fails to register the Subsequent Required Registration Amount of Subsequent Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective applicable Filing Deadline (a "FILING FAILURE"“Filing Failure”) or (B) not declared effective by the SEC on or before the respective applicable Effectiveness Deadline (an "EFFECTIVENESS FAILURE") “Effectiveness Failure”), or (iiiii) on any day after the applicable Effective Date Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by the Principal Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, or a failure 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 (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to two one percent (2.01.0%) of the then-applicable aggregate Purchase Price Conversion Amount (as such term is defined in the Securities Purchase AgreementNotes) of such Investor's Notes relating to the ’s Registrable Securities Securities, whether or not included in such Registration Statement Statement, on each of the following dates: (i) the one hundred twenty first (121st) day after a Registration Failure, (ii) the one hundred twenty first (121st) day after a Filing Failure; (iii) the one hundred twenty first (121st) day after an Effectiveness Failure; (iv) the one hundred twenty first (121st) day after the initial day of a Filing Maintenance Failure; (v) on the one hundred fifty first (151st) day after the date of a Registration Failure and on every thirtieth day thereafter (pro rated in each case prorated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the one hundred fifty first (151st) day after the date of a Filing Failure and every thirtieth day thereafter (in each case prorated for periods totaling less than thirty days) until such Filing Failure is cured; (iivii) on the one hundred fifty first (A151st) day after the day date of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) on every thirtieth day thereafter (pro rated in each case prorated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iiiviii) on the one hundred fifty first (151st) day after the initial day date of a Maintenance Failure and on every thirtieth day thereafter (pro rated in each case prorated 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(g2(h) 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 thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments Payment 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 two one and one-half percent (2.01.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate amount of Registration Delay Payments exceed twelve and one-half percent (12.5%) exceed, in the aggregate, 3% of the aggregate Purchase Price for all Investors (principal amount of the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable Notes outstanding for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely thirty (30) day period as a result of a comment received by the SEC requiring a limit determined on the number last day of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.thirty

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 applicable Effective Date SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)below) 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 "MAINTENANCE FAILURE"any such failure or breach being referred to as an “Event”, and the date on which such Event occurs being referred to as the “Event Date”) then, as partial relief in addition to any other rights the holders of Notes may have hereunder or under applicable law, on each monthly anniversary of each such Event Date beginning with the first monthly anniversary of the applicable Event Date (if the applicable Event shall not have been cured by such date and if it has been cured, a pro rata amount of the amount that would otherwise be payable pursuant to this section 2(f) for the damages period from the Event Date or the last monthly anniversary of such Event Date to any holder by reason of any the date such delay in or reduction of its ability to sell Event Date has been cured) until the underlying shares of Common Stock applicable Event is cured (which remedy shall not be exclusive of any other remedies available at law or in equityeach a “Liquidated Damages Payment Date”), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Notes an amount in cash cash, as partial liquidated damages and not as a penalty, with respect to each Liquidated Damages Payment Date, equal to two percent (2.0%) the product 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) 1.0% multiplied by the day principal amount of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until the Notes held by such Filing Failure is cured; holder multiplied by (ii) (A) a fraction, the day numerator of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 which shall be the number of a particular year total calendar days which have passed since the immediately preceding Liquidated Damages Payment Date and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) 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 denominator of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled thirty (30) calendar days. If the Company fails to pay any partial liquidated damages pursuant to this Section 2(g2(f) are referred to herein as "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the 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 full in a timely manner, such Registration Delay Payments payments shall bear interest at the rate of two percent (2.0%) 1.0% per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 such Registration Statement has been declared effective by the applicable Effective Date SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (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 (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 two percent the product of (2.0%i) $10,000 multiplied by (ii) the sum of (A) .015, if the aggregate Purchase Price Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus (as B) the product of (I) .001 multiplied by (II) the sum of (x) the number of days after the applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (y) the number of days after the Registration Statement has been declared effective by the SEC that such term Registration Statement is defined in not available (other than during an Allowable Grace Period) for the Securities Purchase Agreement) sale of such Investor's Notes relating to 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 a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) 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 curedStatement. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the thirtieth last day after of the event or failure giving rise to the calendar month during which such Registration Delay Payments has occurred 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 two percent (2.0%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 applicable Effective Date SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (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 relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock Ordinary Shares (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to two percent the product of (2.0%i) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; multiplied by (ii) the sum of (A) the day of an Effectiveness Failure (except 0.02, if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and Registration Statement is not filed by the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days oldapplicable Filing Deadline, the Registration Delay Payment pursuant to this clause (A) shall not apply) and plus (B) on every thirtieth day 0.02, if such Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iiiC) the initial day product of a Maintenance Failure and (I) 0.00067 multiplied by (II) the sum of (x) the number of days after the applicable Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days, in each instance, after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all of the Registrable Securities required to be included on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is curedRegistration Statement. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as "REGISTRATION DELAY PAYMENTSRegistration 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 thirtieth last day after of the event or failure giving rise to the calendar month during which such Registration Delay Payments has occurred are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. The maximum amount of cash Registration Delay Payments payable hereunder shall be $700,000. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of two percent (2.0%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 applicable Effective Date SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, 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 (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 Convertible Debentures relating to such Registration Statement an amount in cash equal to two percent the product of (2.0%i) of the aggregate Purchase Price Outstanding Principal Amount (as such term is defined in the Securities Purchase AgreementConvertible Debenture) paid by such Investor for its Convertible Debentures multiplied by (ii) the product of (i) 0.0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days, in each instance, after the Registration Statement has been declared effective by the SEC that such Investor's Notes relating to Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included in on such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) 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 curedStatement. The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as "REGISTRATION DELAY PAYMENTSRegistration 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 thirtieth last day after of the event or failure giving rise to the thirty (30) day period during which such Registration Delay Payments has occurred 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 two percent (2.0%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary; provided, in no event shall the aggregate however, any such Registration Delay Payments exceed twelve due and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything owing to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities Crescent that are not included on paid in a timely manner shall not bear any applicable Registration Statement solely as interest but instead shall accrue a result late fee at the rate of a comment received by the SEC requiring a limit on the number of Registrable Securities included 1.5% per month (prorated for partial months) until paid in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not (A) not filed with the SEC on or before the respective Filing Fling 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 Registration Statement has been declared effective by the SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(t))) pursuant to such the Registration Statement (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 (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 Replacement Warrants an amount in cash equal to two percent (2.0%) the product 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 aggregate number of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until Registrable Securities held by such Filing Failure is cured; holder, multiplied by (ii) $5.00 (A) subject to adjustment for stock splits, stock dividends, stock combinations and other similar transaction after the day date of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days oldthis Agreement), the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and multiplied by (iii) the initial day sum of a Maintenance Failure and (A) 0.02, if the Registration Statement is not filed by the Filing Deadline, plus (B) 0.02, if the Registration Statement is not declared effective by the Effectiveness Deadline, plus, (C) the product of (I) 0.000667 multiplied by (II) the sum (without duplication) of (x) the number of days after the Filing Deadline that such Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is curedRegistration Statement pursuant to Section 2(e). The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the thirtieth last day after of the event or failure giving rise to the calendar month during which such Registration Delay Payments has occurred 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 two percent (the lesser of 2.0%) % per month (prorated for partial months) or the highest lawful maximum interest rate, in each case, until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to any elections made pursuant to Section 4(b), if (i) a Registration Statement covering all the Registrable Securities is not filed with the Commission on or before the Filing Deadline or is not declared effective by the Commission on or before the Effectiveness Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to thereby, as described in Section 2(e) of this Agreement Agreement, is (A) not filed with the SEC Commission on or before the respective Filing Deadline (a "FILING FAILURE"deadline described in Section 2(e) of this Agreement or (B) is not declared effective by the SEC Commission on or before the respective Effectiveness Deadline deadline described in Section 2(e) of this Agreement, (an "EFFECTIVENESS FAILURE") or (iiiii) on any day after such Registration Statement has been declared effective by the applicable Effective Date Commission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made as a matter of law (other than during an Allowable Grace Period (as defined in Section 3(r)3(n) of this Agreement) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing but excluding failures caused solely by a breach of the Common Stockapplicable Investor’s obligations hereunder), or (iv) a Grace Period (as defined in Section 3(n) of this Agreement) exceeds the length of an Allowable Grace Period (each of the items described in clauses (i), (ii), (iii) and (iv) above shall be referred to as a "MAINTENANCE FAILURE") “Registration Delay”), then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), ) the Company shall pay to on the occurrence of each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to two percent (2.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure Delay and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure thereafter until such Filing Failure Registration Delay is cured; , (1) to each holder of the Preferred Shares an amount in cash equal to the product of (i) the initial principal amount paid for the Preferred Shares held by such holder or the related Conversion Shares multiplied by (ii) two percent (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply2%) and (B2) on every thirtieth day to each holder of the Warrants or Warrant Shares an amount in cash equal to the product of (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iiii) the initial day of a Maintenance Failure and on every thirtieth day Exercise Price for such Warrant or the related Warrant Shares multiplied by (pro rated for periods totaling less than thirty daysii) after a Maintenance Failure until such Maintenance Failure is curedtwo percent (2%). The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as "REGISTRATION DELAY PAYMENTS“Registration Delay Payments." ” The 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 in cash on the earlier of (IA) the thirtieth last day after of the event or failure giving rise to the calendar month during which such Registration Delay Payments has occurred are incurred and (IIB) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of two one and two-tenths percent (2.01.2%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein ; provided that, so long as the Senior Credit Facility (as defined in the Securities Purchase Agreement) remains outstanding, each of the Buyers hereby acknowledges, covenants and agrees that such Buyer will not demand or accept, and the Company will not be obligated to the contrarymake, any payment (each a “Delay Fee”) (whether in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%whole or in part) required to be made pursuant to this Section 2(f), Section 2(d)(v) of the Company’s Certificate of Designations (regarding the Company’s obligation to make payments in the event of its failure to timely convert the Preferred Shares) and Section 1(c) of the Warrants (regarding the Company’s obligation to make payments in the event of its failure to timely deliver securities upon exercise of the Warrants), which would, in the aggregate Purchase Price for of all Investors of the aforementioned payments made to all Buyers, exceed $250,000 in the aggregate in any calendar year (the "REGISTRATION DELAY PAYMENTS CAP"“Delay Fee Cap”). Notwithstanding anything Each Buyer agrees that, so long as the Senior Credit Facility (as defined in the Securities Purchase Agreement) is outstanding, (i) such Buyer does not have any rights to, and shall not accept or demand any, Delay Fees in excess of its pro rata share of the Delay Fee Cap and (ii) to the contrary contained herein, in no event shall the Company be liable for extent any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable amounts are received with respect to any Registrable Securities that are not included on any applicable Registration Statement solely the Delay Fees by such Buyer from the Company in excess of such Buyer’s pro rata share of the Delay Fee Cap, such Buyer shall promptly forward an amount equal to such excess in immediately available funds to the Administrative Agent (as a result of a comment received by defined in the SEC requiring a limit on Senior Credit Facility) at such account as the number of Registrable Securities included in such Registration Statement in order for such Registration Statement Administrative Agent shall designate from time to be able to avail itself of Rule 415time.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all Upon the occurrence 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 Event (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 and on every monthly anniversary thereof until the applicable Event 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") thencured, as partial relief for the damages to any holder suffered therefrom by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock Investors (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 an amount in cash cash, as special interest under the Notes held by such Purchaser (or if prohibited by applicable law or in the event Notes are not then held, as liquidated damages and not as a penalty), equal to two percent (2.0%) 2% of the aggregate purchase price paid under the Purchase Price (as such term is defined in Agreement for the Securities Purchase Agreementheld by such Investor for each of the first and second months and 1% for each month thereafter. The special interest (or liquidated damages, as applicable) of such Investor's Notes relating payable pursuant to the Registrable Securities included in terms hereof shall apply on a pro rata basis for any portion of a month prior to the cure of an Event. For such Registration Statement on purposes, each of the following datesshall constitute an "EVENT": (i) a Registration Statement is not filed on or prior to the day of a applicable Filing Failure and Deadline or is not declared effective on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is curedor prior to the applicable Effectiveness Deadline; (ii) subject to an allowable suspension pursuant to SECTION 3(P) below, after the Effective Date of a Registration Statement, an Investor is not permitted to sell Registrable Securities under such Registration Statement (or a subsequent Registration Statement filed in replacement thereof) for any reason for three or more consecutive Trading Days or five or more Trading Days in aggregate in any 12 month period; (iii) the Common Shares are not listed or quoted, or are suspended from trading, on the AMEX for three or more consecutive Trading Days or five or more Trading Days in aggregate in any 12 month period; (iv) the Company fails for any reason to deliver a certificate evidencing any Securities to an Investor within three Trading Days after delivery of such certificate is required pursuant to any Transaction Document or the exercise or conversion rights of the Investors pursuant to the Transaction Documents are otherwise suspended for any reason, except in the event the Company timely pays the Buy-In Price pursuant to SECTION 9(F) of the Notes or Section 5(c) of the Warrants, as applicable; (v) the Company fails to have available a sufficient number of authorized but unissued and otherwise unreserved Common Shares available to issue all shares underlying the Notes and Warrants issued or issuable pursuant to the Transaction Documents; and (vi) any Common Shares directly or indirectly issued pursuant to the Transaction Documents are not freely tradeable on the TSX under Ontario Securities Laws and all other applicable securities laws, other than (A) for 120 days after the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days olddate hereof, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) with respect to KFOC only, the restrictions on every thirtieth day tradeability set forth in National Instrument 45-102, Resale of Securities (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until "NI 45-102"). At the election of any Investor, any amount required to be paid by the Company to such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled Investor pursuant to this Section 2(g) are referred may instead be added to herein as "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on the day principal amount of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, outstanding Notes then owned by such Registration Delay Payments shall bear interest at the rate of two percent (2.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415Investor.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not (A) not filed with the SEC on or before 30 days after 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 applicable Effective Date Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) 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, 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 (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 per Preferred Share held equal to two percent the product of (2.0%i) $1,000 multiplied by (ii) the sum of (A) .02, if the aggregate Purchase Price Registration Statement is not filed by the Filing Deadline, plus (as B) .02, if the Registration Statement is not declared effective by the Effectiveness Deadline, plus, (C) the product of (I) .00067 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that such term Registration Statement is defined in not filed with the Securities Purchase AgreementSEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Investor's Notes relating to Registration Statement is not available 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 a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) 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 curedStatement. The payments to which a holder shall be entitled pursuant to this Section 2(g2(e) are referred to herein as "REGISTRATION DELAY PAYMENTSRegistration 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 thirtieth 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 has occurred 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 two percent (2.0%) % per month (prorated for partial months) until paid in full. Notwithstanding anything herein the foregoing, the Company shall not be obligated to the contrary, in no event shall the aggregate make payments for Registration Delay Payments exceed twelve and one-half percent (12.5%or interest pursuant to this Section 2(e) in excess of the Penalty Cap Amount. "Penalty Cap Amount" means the sum of (A) $300,000 plus (B) to the extent the Company has issued the Mandatory Preferred Shares, $200,000. Each Buyer shall not be entitled to receive Registration Delay Payments pursuant to this Section 2(e) in excess of the product of (A) the Penalty Cap Amount and (B) a fraction, the numerator of which is the number of Initial Preferred Shares and Mandatory Preferred Shares issued to such Purchaser pursuant to the Securities Purchase Agreement and the denominator of which is the aggregate amount of all the Initial Preferred Shares and the Mandatory Preferred Shares issued to the Purchasers pursuant to the Securities Purchase Price for all Investors Agreement (the "REGISTRATION DELAY PAYMENTS CAPPenalty Allocation Amount"). Notwithstanding anything to In the contrary contained hereinevent that any Purchaser shall sell or otherwise transfer any of such Purchaser's Preferred Shares, in no event the transferee shall the Company be liable for any damages in connection with the Warrants or Warrant Sharesallocated a pro rata portion of such Purchaser's Penalty Allocation Amount. In additionthe event that any holder of Preferred Shares shall convert all of such holder's Preferred Shares prior to such holder receiving all of its Penalty Allocation Amount, then the difference between such holder's Penalty Allocation Amount and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments actually paid to such holder pursuant to this Section 2(e) shall be payable with respect allocated to any Registrable Securities that are not included the respective Penalty Allocation Amounts of the remaining holders of Preferred Shares on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on pro rata basis in proportion to the number of Registrable Securities included in Preferred Shares then held by each such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415holder.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not (A) not filed with the SEC 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 applicable Effective Date Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) 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, 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 (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 per Preferred Share held equal to two percent the product of (2.0%i) $1,000 multiplied by (ii) the sum of (A) .02, if the aggregate Purchase Price Registration Statement is not filed by the Filing Deadline, plus (as B) .02, if the Registration Statement is not declared effective by the Effectiveness Deadline, plus, (C) the product of (I) .00067 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that such term Registration Statement is defined in not filed with the Securities Purchase AgreementSEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Investor's Notes relating to Registration Statement is not available 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 a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) 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 curedStatement. The payments to which a holder shall be entitled pursuant to this Section 2(g2(e) are referred to herein as "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the thirtieth 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 has occurred 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 two percent (2.0%) % per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 30 days after the respective Effectiveness Deadline (an "EFFECTIVENESS FAILURE") or (ii) on any day after such Registration Statement has been declared effective by the applicable Effective Date SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (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 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 two percent (2.0%) 3% of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(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 thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of two percent (2.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities held by such Initial Purchaser as of the Filing Deadline, the 30th day after the Effectiveness Deadline or the date referred to in clause (ii) above, as the case may be. Such payments shall be due within 5 days after the relevant date and on the earlier to occur of (i) every 30 days thereafter (prorated for periods of less than 30 days) and (ii)(a) the date that the Registration Statement is declared effective, in the case of the failure to file by the Filing Deadline or to have the Registration Statement declared effective by the 30th day after the Effectiveness Deadline, or (b) the date that sales of all the Registrable Securities required to be included in such the Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415may lawfully resume.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not (A) not filed with the SEC 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 applicable Effective Date Registration Statement has been declared effective by the SEC (other than days during an Allowable Grace Period (as defined in Section 3(t)), sales of all 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, 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 (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 per Preferred Share held equal to two percent the product of (2.0%i) $10,000 multiplied by (ii) the sum of (A) .02, if the aggregate Purchase Price Registration Statement is not filed by the Filing Deadline, plus (as B) .02, if the Registration Statement is not declared effective by the Effectiveness Deadline, plus, (C) the product of (I) .0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that such term Registration Statement is defined in not filed with the Securities Purchase AgreementSEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Investor's Notes relating to Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included in on such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) 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 curedStatement. The payments to which a holder shall be entitled pursuant to this Section 2(g2(e) are referred to herein as "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the thirtieth last day after of the event or failure giving rise to the calendar month during which such Registration Delay Payments has occurred are incurred and (II) the third Business Day business day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of two percent (2.0%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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"“Effectiveness Failure”) or (ii) on any day after such Registration Statement has been declared effective by the applicable Effective Date SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(o)) pursuant to such Registration Statement (a “Continuing Effectiveness Failure”) (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, 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 (which remedy shall not be exclusive of any other remedies available at law or in equity), then the Company shall pay pay, as liquidated damages and not as a penalty, to each holder of Registrable Securities Notes relating to such Registration Statement an amount in cash equal to two percent (2.0%1) the product of (i) the aggregate Purchase Price Principal (as such term is defined in the Securities Purchase AgreementNotes) of such Investor's ’s Notes relating to multiplied by (ii) the Registrable Securities included in sum of (A) if such Registration Statement on each of is not filed by the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days oldDeadline, the Registration Delay Payment pursuant to this clause (A) shall not apply) and Filing Deadline Damages plus (B) on every thirtieth day if such Registration Statement is not declared effective by the Effectiveness Deadline, the Effectiveness Deadline Damages plus (pro rated for periods totaling less than thirty daysC) after an if there exists a Continuing Effectiveness Failure until such Failure, the Continuing 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 curedDamages. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as "REGISTRATION DELAY PAYMENTS“Registration Delay Payments." ” Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the thirtieth last day after of the event or failure giving rise to the calendar month during which such Registration Delay Payments has occurred 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 two percent (2.0%) 1.0% per month (prorated for partial months) until paid in full. Notwithstanding anything herein Each Investor shall be entitled to seek any available remedy for the contraryenforcement of this Agreement, in no event shall including for the aggregate payment of any Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP")Payments. Notwithstanding anything to the contrary contained herein, in no event Nothing shall the Company be liable for any damages in connection with the Warrants preclude an Investor from pursuing or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable obtaining specific performance or other equitable relief with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415this 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 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 (an "EFFECTIVENESS FAILURE") or (ii) on any day after the applicable Effective Date Registration Statement has been declared effective by the SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) 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 (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 per Preferred Share held equal to two percent the product of (2.0%i) $1,000 multiplied by (ii) the sum of (A) 0.02, if the aggregate Purchase Price Registration Statement is not filed by the applicable Filing Deadline, plus (as B) 0.02, if the Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus, (C) the product of (I) 0.000667 multiplied by (II) the sum of (x) the number of days after the applicable Filing Deadline that such term Registration Statement is defined in not filed with the Securities Purchase AgreementSEC, plus (y) the number of days after the applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Investor's Notes relating to Registration Statement is not available 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 a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) 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 curedsection 2(e). The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as "REGISTRATION DELAY PAYMENTSRegistration 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 thirtieth 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 has occurred 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 two percent (2.0%) % per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. i. If (i) a Registration Statement covering all of the Initial Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to Section 2(a)(i) or Section 2(e)(i) of this Agreement is not (A) not filed with the SEC on or before the 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 a Registration Statement has been declared effective by the applicable Effective Date SEC sales of all of the Initial Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(t))) pursuant to such Registration Statement (including, without limitation, including because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a "MAINTENANCE FAILURE") , as determined in accordance with Section 2(e)), then, as partial relief for the damages to any holder of Notes or Initial Warrants by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each such holder of Registrable Securities relating to such Registration Statement an amount in cash equal to two percent (2.0%) the product 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 sum of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day principal amount of an Effectiveness Failure (except if the Notes held by such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) holder and (B) on every thirtieth day the total Aggregate Exercise Price (pro rated for periods totaling less than thirty daysas defined in the Initial Warrants) after an Effectiveness Failure until of all Initial Warrants held by such Effectiveness Failure is cured; and holder, multiplied by (iiiii) the initial day sum of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty daysA) after a Maintenance Failure until 0.02, if such Maintenance Failure Registration Statement is cured. The payments to which a holder shall be entitled pursuant to this Section 2(gnot filed by the applicable Filing Deadline, plus (B) are referred to herein as "REGISTRATION DELAY PAYMENTS." 0.02, if such Registration Delay Payments shall be paid on Statement is not declared effective by the day of applicable Effectiveness Deadline, plus (C) the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier product of (I) the thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and 0.000667 multiplied by (II) the third Business Day sum (without duplication) of (x) the number of days 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, applicable Filing Deadline that such Registration Delay Payments shall bear interest at the rate of two percent (2.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection Statement is not filed with the Warrants or Warrant Shares. In additionSEC, and notwithstanding anything to plus (y) the contrary contained herein, in no event shall number of days after the Registration Delay Payments be payable with respect to any Registrable Securities applicable Effectiveness Deadline that are not included on any applicable such Registration Statement solely as a result is not declared effective by the SEC, plus (z) the number of a comment received days after such Registration Statement has been declared effective by the SEC requiring a limit on the number of Registrable Securities included in that such Registration Statement in order is not available (other than during an Allowable Grace Period) for the sale of at least all the Initial Registrable Securities required to be included on such Registration Statement pursuant to be able to avail itself of Rule 415Section 2(e)(i).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities REGISTRATION RIGHTS AGREEMENT required to be covered thereby (as determined on the date of this Agreement) and required to be filed by the Company pursuant to Section 2(a) or (b) of this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a "FILING FAILUREFiling Failure") or (B) not declared effective by the SEC on or before the respective earlier of (x) the Effectiveness Deadline or (y) three (3) Business Days of receipt by the Company of a written or oral communication from the SEC that the Registration Statement will not be reviewed or that the SEC has no further comments (an "EFFECTIVENESS FAILUREEffectiveness Failure") or (C) the Company does not file a request for acceleration of effectiveness of such Registration Statement to a time and date not later than 48 hours after the submission of such request within two (2) Business Days after the Company learns that no review of a particular Registration Statement will be made by the staff of the SEC or that the staff has no further comments on a particular Registration Statement and the National Association of Securities Dealers, Inc. (the “NASD”) shall have cleared such Registration Statement pursuant to the Rule 2710 of the NASD, (ii) on any day after the applicable Effective Date and before the Termination Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable a Grace Period (as defined in Section 3(r3(l)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a "MAINTENANCE FAILUREMaintenance Failure") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to two one percent (2.01.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) Amount of such Investor's Notes relating to unregistered Registrable Securities (“Purchase Amount”), the Registrable Securities attributable to which are required to be included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) 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 daysor partial period) after a Maintenance Failure until such Maintenance Failure is cured; provided, however, the aggregate amount of Registration Delay Payments shall not exceed six percent (6%) of such Purchase Amount; provided, further, that amounts payable as Registration Delay Payments shall cease when the Investor no longer holds any Common Stock and Warrants or in the event the Investor’s Common Stock or Warrant Shares can be immediately sold by the Investor in reliance on Rule 144(k) without any volume restrictions and the Company has removed legends restricting resale from the Warrant Shares and the Common Stock. The payments to which a holder shall be entitled pursuant to this Section 2(g2(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 thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of two percent (2.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the Payments."REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 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(q)) 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 (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 percent (2.0%) the product of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day sum of an Effectiveness Failure (except if I) the product of the Conversion Price (as defined in the Commitment Note) multiplied by the principal amount of the Commitment Note held by such Effectiveness Failure occurs between February 11 and April 14 holder, plus (II) the number of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and Registrable Securities multiplied by (B) on every thirtieth day the product of (pro rated for periods totaling less than thirty daysI) after an Effectiveness Failure until such Effectiveness Failure is cured; and 0.00033 multiplied by (iiiII) the initial day sum of a Maintenance Failure (x) the number of days after the Filing Deadline but prior to and including the date which is one hundred and fifty (150) days after the Closing Date that such Registration Statement is not filed with the SEC, plus (y) the number of days after the date which is one hundred and fifty (150) days after the Closing Date that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is curedRegistration Statement pursuant to section 2(e). The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as "REGISTRATION DELAY PAYMENTS." At the holders' option, all or a portion of any Registration Delay Payment may be added to the principal amount of the Commitment Note in lieu of a cash payment. Registration Delay Payments paid in cash shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the thirtieth 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 has occurred 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 two percent (2.0%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 applicable Effective Date SEC, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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 of the Common Stock) (a collectively the "MAINTENANCE FAILURERegistration Delays") ), 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 Registration Delay (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 Notes relating to such Registration Statement an amount in cash equal to two percent the product of (2.0%i) of the aggregate Purchase Price Principal (as such term is defined in the Securities Purchase AgreementNotes) convertible into Conversion Shares included in such Registration Statement of such Investor's Notes relating to multiplied by (ii) the product of (I) .00033 for the first 30 days and ..00067 for all subsequent days multiplied by (II) the number of days, in each instance, after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included in on such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) 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 curedStatement. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as "REGISTRATION DELAY PAYMENTSRegistration 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 thirtieth last day after of the event or failure giving rise to the calendar month during which such Registration Delay Payments has occurred 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 two percent (2.0%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything herein If, after the cure of all Registration Delays then in effect, there is a subsequent Registration Delay, a rate of .00033 will be used to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall compute the Registration Delay Payments be payable Payment for the first 30 days of the Registration Delay, regardless of the rate in effect with respect to any Registrable Securities that are not included on any applicable prior Registration Statement solely as a result Delay at the time of a comment received by the SEC requiring a limit on the number cure of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415Delay.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the applicable Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not (A) not filed with the SEC on or before the respective applicable Mandatory Filing Deadline (a "FILING FAILURE") Date 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 a Registration Statement has been declared effective by the applicable Effective Date SEC sales of all of the applicable Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(t))) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, 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 applicable Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity, but which shall be taken into account in determining such other remedies), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Notes an amount in cash equal to two percent the product of (2.0%i) the aggregate principal amount 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 convertible into Conversion Shares included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until held by such Filing Failure is cured; holder multiplied by (ii) the sum of (A) the day of an Effectiveness Failure (except 0.02, if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and Registration Statement is not filed by the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days oldapplicable Mandatory Filing Date, the Registration Delay Payment pursuant to this clause (A) shall not apply) and plus (B) on every thirtieth day 0.02, if such Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus, (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iiiC) the initial day product of a Maintenance Failure and (I) 0.0005 multiplied by (II) the sum of (x) the number of days after the applicable Mandatory Filing Date (but not including any days after the applicable Effectiveness Deadline) that such Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that such Registration Statement is not declared effective by the SEC, plus (z) the number of days after such Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the resale of all the applicable Registrable Securities required to be included on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is curedRegistration Statement pursuant to Section 2(e). The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as "REGISTRATION DELAY PAYMENTSRegistration 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 thirtieth last day after of the event or failure giving rise to the calendar month during which such Registration Delay Payments has occurred 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 two percent (2.0%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 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 (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 Common Shares relating to such Registration Statement an amount in cash per such Common Share held equal to two percent the product of (2.0%i) $1.894 multiplied by (ii) the product of (I) .0005 multiplied by (II) the aggregate Purchase Price sum of (as x) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (y) the number of days after the Registration Statement has been declared effective by the SEC that such term Registration Statement is defined in not available (other than during an Allowable Grace Period) for the Securities Purchase Agreement) sale of such Investor's Notes relating to 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 a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) 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 curedStatement. The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as "REGISTRATION DELAY PAYMENTS“Registration Delay Payments." ” Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the thirtieth last day after of the event or failure giving rise to the calendar month during which such Registration Delay Payments has occurred 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 two percent (2.0%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to the terms of this Agreement Annex A is (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 six month anniversary of the Initial Closing of the Offering (the "Effectiveness Deadline (an "EFFECTIVENESS FAILUREDeadline") or (ii) on any day after the applicable Effective Date Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) 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, 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 sole remedy to any holder Holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock Stock, (which remedy shall not be exclusive x) the Conversion Price of any other remedies available at law or in equity), the Company shall pay to each holder of Preferred Shares that then constitute Registrable Securities relating to shall be reduced by 5% for each aggregate 30-day period (or pro rated amounts thereof for partial 30-day periods) that (i) the Registration Statement is not declared effective by the SEC following the Effectiveness Deadline and (ii) after the Registration Statement is declared effective by the SEC, such Registration Statement an amount in cash equal to two percent (2.0%) is not available for the sale of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) at least all of such Investor's Notes relating to the Registrable Securities required to be included in such Registration Statement on each Statement, and (y) the number of Conversion Shares that then constitute Registrable Securities shall be increased to a number determined by multiplying the number of such Conversion Shares issuable upon conversion of the following dates: Preferred Shares immediately prior to the applicable Conversion Price reduction hereunder by a fraction, the numerator of which shall be the Conversion Price per share in effect prior to the applicable Conversion Price reduction hereunder and the denominator of which shall be the applicable Conversion Price as so reduced. The foregoing penalties shall not be triggered during any period of time (i) when the day Placement Agent and the holders of the Series D 8% Convertible Preferred Stock of the Company have the right to designate persons that constitute a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; majority of the board of directors of the Company, (ii) during a Delay Period (Aas hereinafter defined) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because seven days following a Delay Period or (ii) when the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant Holder is otherwise able to this clause sell its securities under Rule 144 (A) shall not apply) and (B) on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(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 thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of two percent (2.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415saleable securities).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not (A) not filed with the SEC 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 applicable Effective Date Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) 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, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) for a period of more than five (5) consecutive days or more than ten (10) days in a "MAINTENANCE FAILURE") 365-day period (including days during Grace Periods (as defined in Section 3(t))), then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Preferred Shares an amount in cash per Preferred Share held equal to two percent the product of (2.0%i) $1,000 multiplied by (ii) the sum of (A) 0.015, if the aggregate Purchase Price Registration Statement is not filed by the Filing Deadline, plus (as B) 0.015, if the Registration Statement is not declared effective by the Effectiveness Deadline, plus, (C) the product of (I) .0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that such term Registration Statement is defined in not filed with the Securities Purchase AgreementSEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such Investor's Notes relating to Registration Statement is not available for the sale of at least all the Registrable Securities required to be included in on such Registration Statement on each and in excess of the following dates: five (i5) the consecutive days or in excess of ten (10) days in a 365-day of a Filing Failure and on every thirtieth day period (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 including days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) 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 curedduring Grace Periods). The payments to which a holder shall be entitled pursuant to this Section 2(g2(e) are referred to herein as "REGISTRATION DELAY PAYMENTSRegistration 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 thirtieth 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 has occurred 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 two percent (2.0%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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) but not declared effective by the SEC on or before the respective Effectiveness Deadline (an "EFFECTIVENESS FAILUREEffectiveness 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, 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) and such inability to make such sales continues for a period of ten (10) consecutive Trading Days or for more than an aggregate of twenty (20) days in any 365-day period (excluding days during an Allowable Grace Period) (any such period of inability to sell, a "MAINTENANCE FAILUREMaintenance Failure") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Statement, an amount in cash equal to two percent (2.0%) of the aggregate Purchase Price Failure Rate (as such term is defined in the Securities Purchase Agreementbelow) of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iiiii) the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The Company shall also pay the reasonable fees of Legal Counsel to enforce the provisions hereof. The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as "REGISTRATION DELAY PAYMENTSRegistration Delay Payments." Notwithstanding the foregoing, the maximum amount of Registration Delay Payments payable hereunder as a result of the Failure Rate shall be 18% of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Registrable Securities included in such Registration Statement. Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of two one and one-half percent (2.01.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein The "Failure Rate" means (i) with respect to the contraryan Effectiveness Failure, an amount in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent cash equal to (12.5%x) 0.167% per month of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of such Investor's Registrable Securities included in such Registration Statement or (y) if an Effectiveness Failure continues on for a period of time that is more than 180 days after the Effectiveness Deadline, then the Failure Rate shall increase to 0.33% and (ii) with respect to a Maintenance Failure, an amount in order cash equal to 0.33% per month of the aggregate Purchase Price (prorated for such Registration Statement to be able to avail itself of Rule 415partial months).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If If: (i) a any 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 hereunder is (A) not filed with the SEC on or before the respective prior to its Filing Deadline (a "FILING FAILURE"if the Company files the Initial Registration Statement without affording the Investors the opportunity to review and comment on the same as required by Section 3(c) or herein, the Company shall be deemed to have not satisfied this clause (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an "EFFECTIVENESS FAILURE") i)), 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, 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 (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 percent (2.0%) 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 Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(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 thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of two percent (2.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection file with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable SEC a request for acceleration of a Registration Statement solely as a result of a comment received in accordance with Rule 461 promulgated by the SEC requiring a limit on pursuant to the number 1933 Act, within five Business Days of Registrable Securities included the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the SEC in respect of such Registration Statement within 15 Trading Days after the receipt of comments by or notice from the SEC that such amendment is required in order for such Registration Statement to be able declared effective, or (iv) a Registration Statement registering for resale all of the Initial Registrable Securities is not declared effective by the SEC by the Initial Effectiveness Deadline (which Registration Statement shall register for resale such Initial Registrable Securities for the Investors on a pro-rata basis, based on their purchase of the Securities pursuant to avail itself the Securities Purchase Agreement, unless the number of Rule 415shares registered for a particular Investor is required to be reduced based on SEC Guidance or any shares of a particular Investor may be excluded from such Registration Statement in compliance with this Agreement), or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Investors are otherwise not permitted to utilize the prospectus therein to resell such Registrable Securities, for more than 20 consecutive calendar days or more than an aggregate of 30 calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) and (iv) the date on which such Event occurs, and for purpose of clause (ii) the date on which such five Trading Day period is exceeded, and for purpose of clause (iii) the date which such 15 Trading Day period is exceeded, and for purpose of clause (v) the date on which such 20 or 30 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Investors may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Investor an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the aggregate purchase price paid by such Investor pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by such Investor. The parties agree that the maximum aggregate liquidated damages payable to a Investor under this Agreement shall be 12% of the aggregate Subscription Price paid by such Investor pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 15% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Investor, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the 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 applicable Effective Date SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during the period (the “Post Effective Period”) beginning on the first day on which a post-effective amendment is required to be filed by the Company pursuant to the undertakings referred to in Rule 415 of the 1933 Act and ending on the earlier of (x) the thirtieth (30)th day after such date and (y) the date on which such post-effective amendment is declared effective by the SEC (a “Post Effective Period Deadline”) or an Allowable Grace Period (as defined in Section 3(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 "MAINTENANCE FAILURE"any such failure or breach being referred to as an “Event”, and the date on which such Event occurs being referred to as the “Event Date”) then, as partial relief in addition to any other rights the holders of Notes or Warrants may have hereunder or under applicable law, on each monthly anniversary of each such Event Date beginning with the first monthly anniversary of the applicable Event Date (if the applicable Event shall not have been cured by such date and if it has been cured, a pro rata amount of the amount that would otherwise be payable pursuant to this section 2(f) for the damages period from the Event Date or the last monthly anniversary of such Event Date to any holder by reason of any the date such delay in or reduction of its ability to sell Event Date has been cured) until the underlying shares of Common Stock applicable Event is cured (which remedy shall not be exclusive of any other remedies available at law or in equityeach a “Liquidated Damages Payment Date”), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Notes or Warrants an amount in cash cash, as partial liquidated damages and not as a penalty, with respect to each Liquidated Damages Payment Date, equal to two percent (2.0%) the product 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) 1.5% multiplied by the day sum of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day principal amount of an Effectiveness Failure (except if the Notes held by such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) holder and (B) on every thirtieth day the total Aggregate Exercise Price (pro rated for periods totaling less than thirty daysas defined in the Warrants) after an Effectiveness Failure until of all Warrants held by such Effectiveness Failure is cured; and holder, multiplied by (iiiii) a fraction, the initial day numerator of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled 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(g2(f) are referred to herein as "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the 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 full in a timely manner, such Registration Delay Payments payments shall bear interest at the rate of two percent (2.0%) 1.00% per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 for more than five (5) days (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 (after, if applicable, the thirty (30) day period allowed in Section 2(e)) or to maintain the listing of the Common Stock) (a "MAINTENANCE FAILURE") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares Shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to two one percent (2.01.0%) 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 Failure and on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Effectiveness Failure is cured; and (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(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 thirtieth last day after of the event or failure giving rise to the calendar month during which such Registration Delay Payments has occurred 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 two one percent (2.01.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. i. 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 (an "EFFECTIVENESS FAILURE") or (ii) on any day after a Registration Statement has been declared effective by the applicable Effective Date SEC, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(p))) pursuant to such Registration Statement (including, without limitation, including because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a "MAINTENANCE FAILURE") , as determined in accordance with Section 2(e)), then, as partial relief for the damages to any holder of Closing Shares or the Warrant by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Investor an amount in cash equal to two percent (2.0%) the product 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 number of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until ADSs held by such Filing Failure is cured; Investor multiplied by (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 Per Share Purchase Price, and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and multiplied by (iii) the initial day sum of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty daysA) after a Maintenance Failure until 0.015, if such Maintenance Failure Registration Statement is cured. The payments to which a holder shall be entitled pursuant to this Section 2(gnot filed by the applicable Filing Deadline, plus (B) are referred to herein as "REGISTRATION DELAY PAYMENTS." 0.015, if such Registration Delay Payments shall be paid on Statement is not declared effective by the day of applicable Effectiveness Deadline, plus (C) the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier product of (I) the thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and 0.0005 multiplied by (II) the third Business Day sum (without duplication) of (x) the number of days 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, applicable Filing Deadline that such Registration Delay Payments shall bear interest at the rate of two percent (2.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection Statement is not filed with the Warrants or Warrant Shares. In additionSEC, and notwithstanding anything to plus (y) the contrary contained herein, in no event shall number of days after the Registration Delay Payments be payable with respect to any Registrable Securities applicable Effectiveness Deadline that are not included on any applicable such Registration Statement solely as a result is not declared effective by the SEC, plus (z) the number of a comment received days after such Registration Statement has been declared effective by the SEC requiring a limit on the number of Registrable Securities included in that such Registration Statement in order is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration Statement pursuant to be able to avail itself of Rule 415Section 2(e).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If If, subject to Sections 3 and 4 of this Agreement, (i) a Registration Statement covering all the Registrable Securities is not filed with the Commission on or before the Filing Deadline or is not declared effective by the Commission on or before the Effectiveness Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to thereby, as described in Section 2(e) of this Agreement Agreement, is (A) not filed with the SEC Commission on or before the respective Filing Deadline (a "FILING FAILURE"deadline described in Section 2(e) of this Agreement or (B) is not declared effective by the SEC Commission on or before the respective Effectiveness Deadline deadline described in Section 2(e) of this Agreement, (an "EFFECTIVENESS FAILURE") or (iiiii) on any day after such Registration Statement has been declared effective by the applicable Effective Date Commission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made as a matter of law (other than during an Allowable Grace Period (as defined in Section 3(r)3(m) of this Agreement) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock Stock) or because the Company has failed to maintain perform its obligations hereunder within the listing applicable time period required for such performance, or (iv) a Grace Period (as defined in Section 3(m) of this Agreement) exceeds the length of an Allowable Grace Period (each of the Common Stock) items described in clauses (a "MAINTENANCE FAILURE") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equityi), (ii), (iii) and (iv) above shall be referred to as a “Registration Delay”), then the Company shall pay pay, as liquidated damages and not as a penalty, to each holder holders of Registrable Securities relating to such Registration Statement an amount (the “Registration Delay Payments”) accruing, for each day in cash the Damages Accrual Period, (I) in respect of each Warrant Share issuable upon the exercise of each Warrant then outstanding, at a rate per annum equal to two percent (2.0%) 0.25% of the aggregate Purchase Price (as Warrant Share Amount during the 90-day period immediately following the occurrence of any Registration Delay, which rate shall increase by 0.25% per annum of the Warrant Share Amount at the end of each subsequent 90-day period, but in no event shall such term is defined increases exceed in the Securities Purchase Agreement) of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on each aggregate 1.00% per annum of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days oldWarrant Share Amount, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (BII) on every thirtieth in respect of each Warrant Share issued upon exercise of the Warrants, at a rate per annum equal to 0.25% of the Warrant Share Amount during the 90-day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until period immediately following the occurrence of any Registration Delay, which rate shall increase by 0.25% per annum of the Warrant Share Amount at the end of each subsequent 90-day period, but in no event shall such Effectiveness Failure is curedincreases exceed in the aggregate 1.00% per annum of the Warrant Share Amount; 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 provided that such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on only to the day Investors who have complied with their obligations under Section 4 of this Agreement with respect thereto. Notwithstanding the Filing Failureforegoing, Effectiveness Failure no Registration Delay Payments shall accrue as to any Registrable Security from and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the thirtieth day after the event or failure giving rise to date such security is no longer a Registrable Security. The rate of accrual of the Registration Delay Payments has occurred and (II) with respect to any period shall not exceed the third Business Day after rates provided for in this paragraph notwithstanding the event or failure giving rise to the occurrence of multiple concurrent Registration Delays. The Registration Delay Payments is cured. In shall accrue from the event first day of the Company fails to make applicable Registration Delay Payments Delay, and shall be payable in a timely manner, cash on the last day of the calendar month during which such Registration Delay Payments shall bear interest at are incurred (each, a “Damages Payment Date”) for the rate period in which a Registration Delay exists and is not cured to the record holders of two percent (2.0%) per month (prorated for partial months) until paid in fullthe Registrable Securities entitled thereto. Notwithstanding anything herein to the contraryforegoing, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) parties agree that the sole damages payable for a violation of the aggregate Purchase Price for all Investors (terms of this Agreement with respect to which liquidated damages are expressly provided shall be such liquidated damages. Nothing shall preclude any Investor from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement in accordance with applicable law. All of the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, Company’s obligations set forth in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable this Section 2(f) that are outstanding with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by Security at the SEC requiring a limit on the number of Registrable Securities included in time such Registration Statement in order for such Registration Statement security ceases to be able a Registrable Security shall survive until such time as all such obligations with respect to avail itself of Rule 415such security have been satisfied in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not (A) not filed with the SEC 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 applicable Effective Date Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) 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, 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 (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 per Preferred Share held equal to two percent the product of $1,000 multiplied by (2.0%I) .00067 multiplied by the sum of (x) the aggregate Purchase Price number of days after the Filing Deadline that such Registration Statement is not filed with the SEC, plus (as y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days after the Registration Statement has been declared effective by the SEC that such term Registration Statement is defined in not available for the Securities Purchase Agreement) sale of such Investor's Notes relating to 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 a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) 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 curedStatement. The payments to which a holder shall be entitled pursuant to this Section 2(g2(e) are referred to herein as "REGISTRATION DELAY PAYMENTSRegistration Delay Payments." Registration Delay Payments shall be paid on the third business day after the last day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the thirtieth day after the event or failure giving rise to the calendar month during which such Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is curedare incurred. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of two percent (2.0%) % per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 30 days after the respective Effectiveness Deadline (an "EFFECTIVENESS FAILURE") or (ii) on any day after such Registration Statement has been declared effective by the applicable Effective Date SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (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 (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 Notes relating to such Registration Statement an amount in cash equal to two percent the product of (2.0%i) of the aggregate Purchase Price Principal (as such term is defined in the Securities Purchase AgreementNotes) convertible into Conversion Shares included in such Registration Statement of such Investor's Notes relating to multiplied by (ii) the sum of (A) 0.015, if such Registration Statement is not filed by the applicable Filing Deadline, plus (B) 0.015, if such Registration Statement is not declared effective by 30 days after the applicable Effectiveness Deadline, plus (C) the product of (I) 0.0005 multiplied by (II) the sum of (x) the number of days after the applicable Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the 30th day after applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days, in each instance, after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included in on such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) 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 curedStatement. The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the thirtieth last day after of the event or failure giving rise to the calendar month during which such Registration Delay Payments has occurred 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 two percent (2.0%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all 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 applicable Effective Date SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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 (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 unregistered Ordinary Shares as liquidated damages and not as a penalty, equal to two percent 1.5% (2.0%one and a half 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, payable in the Securities Purchase Agreement) Ordinary Shares based on a per share price of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) 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$0.50. The payments to which a holder shall be entitled pursuant to this Section 2(g2(e) are referred to herein as "REGISTRATION DELAY PAYMENTSRegistration 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 thirtieth last day after of the event or failure giving rise to the calendar month during which such Registration Delay Payments has occurred 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 750,000 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 at the rate of two percent (2.0%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything herein The Company undertakes to include the contrary, in no event shall the aggregate Ordinary Shares on behalf of Registration Delay Payments exceed twelve and one-half percent (12.5%) of in the aggregate Purchase Price for all Investors (first available registration statement filing that the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything Company undertakes subsequent to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result occurrence of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415registration delay hereunder.