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

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the 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 (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”) or (B) not declared effective by the SEC on or before the respective applicable Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date Registration Statement has been declared effective by the SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to such the Registration Statement or otherwise (including, without limitation, because of a failure to keep such the Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement, Statement or a failure to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) ), then, as partial relief for the damages to any holder Investor 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), a Trigger Event (as defined in the Company Warrant) shall pay be deemed to each holder have occurred and the number of shares issuable upon the exercise of the Warrant shall be as specified in the Warrant. The Warrant Shares shall be deemed Registrable Securities relating and shall be required to such Registration Statement an amount in cash equal to (A)be registered as any other Registrable 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 (A) not filed with the SEC on or before the respective Filing Deadline Date (a “Filing Failure”) ), or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline Date (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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, 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 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 reduce the exercise price of the Warrants by $0.005 for each holder day of Registrable Securities relating to such Registration Statement a Filing Failure, an amount in cash equal to (A)Effectiveness Failure and a Maintenance Failure; provided, however, the exercise price shall not be reduced below $0.50.

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 (a “Filing Failure”) ), or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline Date (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(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, 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 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 reduce the exercise price of the Warrants by $0.005 for each holder day of Registrable Securities relating to such Registration Statement a Filing Failure, an amount in cash equal to (A)Effectiveness Failure and a Maintenance Failure; provided, however, the exercise price shall not be reduced below $0.50.