Common use of Failure to Deliver Shares Clause in Contracts

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If the Company fails to cause the delivery of the Shares when due, the Company shall pay to the Investor on demand in cash by wire transfer of immediately available funds to an account designated by the Investor as liquidated damages for such failure and not as a penalty, an amount equal to five percent (5%) of the payment required to be paid by the Investor on such Settlement Date (i.e., the Advance Amount) for the initial 30 days following such date until the Shares have been delivered, and an additional 5% for each additional 30-day period thereafter until the Shares have been delivered. If, by the third (3rd) business day after the Closing Date, the Company fails to deliver any portion of the shares of the Put to the Investor (the "Advance Shares Due") and the Investor purchases, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to the Investor by the Company (the "Open Market Share Purchase") , then the Company shall pay to the Investor, in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the amount equal to the excess, if any, of (x) the Investor's total purchase price (including brokerage commissions, if any) for the Open Market Share Purchase minus (y) the net proceeds (after brokerage commissions, if any) received by the Investor from the sale of the Advance Shares Due. The Company shall pay the Open Market Adjustment Amount to the Investor in immediately available funds within two (2) business days of written demand by the Investor. By way of illustration and not in limitation of the foregoing, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000, the Open Market Purchase Adjustment Amount which the Company will be required to pay to the Investor will be $1,000.

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If the Company fails to cause the delivery of the Shares when due, the Company shall pay to the Investor on demand in cash by wire transfer of immediately available funds to an account designated by the Investor as liquidated damages a fee for such failure and not as a penalty, an amount equal to five eighteen percent (5%) of the payment required to be paid by the Investor on such Settlement Date (i.e., the Advance AmountPut amount) for the initial 30 thirty days following such date until the Shares have been delivered, and an additional 5% five percent for each additional 30-thirty day period thereafter until the Shares have been delivered. If, by the third (3rd) business day after the Closing Date, the Company fails to deliver any portion of the shares of the Put to the Investor (the "Advance “Put Shares Due"”) and the Investor purchases, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to the Investor by the Company (the "“Open Market Share Purchase") ”), then the Company shall pay to the Investor, in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "“Open Market Adjustment Amount" ” is the amount equal to the excess, if any, of (x) the Investor's ’s total purchase price (including brokerage commissions, if any) for the Open Market Share Purchase minus (y) the net proceeds (after brokerage commissions, if any) received by the Investor from the sale of the Advance Put Shares Due. The Company shall pay the Open Market Adjustment Amount to the Investor in immediately available funds within two (2) business days of written demand by the Investor. By way of illustration and not in limitation of the foregoing, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 eleven thousand dollars to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000ten thousand dollars, the Open Market Purchase Adjustment Amount which the Company will be required to pay to the Investor will be $1,000one thousand dollars.

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If on any Settlement Date, the Company fails to cause the delivery of deliver the Shares when dueto be purchased by the Investor, and such failure is not cured within ten (10) Trading Days following the date on which the Investor delivered payment for such Shares, the Company shall pay to the Investor on demand in cash by wire transfer of immediately available funds to an account designated by the Investor the "MAKE WHOLE AMOUNT;" PROVIDED, HOWEVER, that in the event that the Company is prevented from delivering Shares in respect of any such Settlement Date in a timely manner by any fact or circumstance that is reasonably within the control of, or directly attributable to, the Investor, then such ten (10) Trading Day period shall be automatically extended until such time as liquidated damages for such failure and not as a penaltyfact or circumstance is cured. As used herein, the Make Whole Amount shall be an amount equal to the sum of (i) the Draw Down Amount actually paid by the Investor in respect of such Shares plus (ii) an amount equal to actual loss suffered by the Investor in respect of sales of such Shares to subsequent purchasers, which shall be based upon documentation reasonably satisfactory to the Company demonstrating the difference (if greater than zero) between (A) the price per share paid by the Investor to purchase such number of shares of Common Stock necessary for the Investor to meet its share delivery obligations to such subsequent purchasers minus (B) the average Draw Down Discount Price during the applicable Draw Down Pricing Period. In the event that the Make Whole Amount is not paid within two (2) Trading Days following a demand therefor from the Investor, the Make Whole Amount shall accrue interest compounded daily at a rate of five percent (5%) per annum up to and including the date on which the Make Whole Amount is actually paid. Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Company pays the Make Whole Amount (plus interest, if applicable) in respect of the payment required to be paid by the Investor on such any Settlement Date (i.e.in accordance with this Section 3.10, the Advance Amount) for the initial 30 days following such date until the Shares have been delivered, and an additional 5% for each additional 30-day period thereafter until the Shares have been delivered. If, by the third (3rd) business day after the Closing Date, the Company fails to deliver any portion of the shares of the Put to the Investor (the "Advance Shares Due") and the Investor purchases, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to payment shall be delivered to the Investor by the Company (the "Open Market Share Purchase") , then the Company shall pay to the Investor, in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the amount equal to the excess, if any, of (x) the Investor's total purchase price (including brokerage commissions, if any) for the Open Market Share Purchase minus (y) the net proceeds (after brokerage commissions, if any) received by the Investor from the sale sole remedy in respect of the Advance Company's failure to deliver Shares Due. The Company shall pay the Open Market Adjustment Amount to the Investor in immediately available funds within two (2) business days respect of written demand by the Investor. By way of illustration and not in limitation of the foregoing, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000, the Open Market Purchase Adjustment Amount which the Company will be required to pay to the Investor will be $1,000such Settlement Date.

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If the Company fails fails, on any Settlement Date, to take all actions within its reasonable control to cause the delivery of the Shares when duepurchased by the Investor, and such failure is not cured within two (2) Trading Days following such Settlement Date, the Company shall pay to the Investor on demand in cash by wire transfer of immediately available funds to an account designated by the Investor the “Make Whole Amount;” provided, however, that in the event that the Company is prevented from delivering Shares in respect of any such Settlement Date in a timely manner by any fact or circumstance that is reasonably within the control of, or directly attributable to, the Investor, then such two (2) Trading Day period shall be automatically extended until such time as liquidated damages for such failure and not as a penaltyfact or circumstance is cured. As used herein, the Make Whole Amount shall be an amount equal to five percent the sum of (5%i) of the payment required to be Draw Down Amount actually paid by the Investor on in respect of such Shares plus (ii) an amount equal to the actual loss suffered by the Investor in respect of sales to subsequent purchasers, pursuant to transactions entered into before the Settlement Date (i.e.Date, the Advance Amount) for the initial 30 days following such date until of the Shares have been delivered, and an additional 5% for each additional 30-day period thereafter until the Shares have been delivered. If, that were required to be delivered by the third (3rd) business day after the Closing DateCompany, which shall be based upon documentation reasonably satisfactory to the Company fails to deliver any portion of demonstrating the shares of difference (if greater than zero) between (A) the Put to price per share paid by the Investor (the "Advance Shares Due") and the Investor purchases, in an open market transaction or otherwise, to purchase such number of shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to for the Investor by the Company to meet its share delivery obligations to such subsequent purchasers minus (the "Open Market Share Purchase") , then the Company shall pay to the Investor, in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the amount equal to the excess, if any, of (xB) the Investor's total purchase price (including brokerage commissions, if any) for average Draw Down Discount Price during the Open Market Share Purchase minus (y) applicable Draw Down Pricing Period. In the net proceeds (after brokerage commissions, if any) received by event that the Investor from the sale of the Advance Shares Due. The Company shall pay the Open Market Adjustment Make Whole Amount to the Investor in immediately available funds is not paid within two (2) business days of written Trading Days following a demand by therefor from the Investor, the Make Whole Amount shall accrue interest compounded daily at a rate of LIBOR plus 300 basis points per annum, up to and including the date on which the Make Whole Amount is actually paid. By way Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Company pays the Make Whole Amount (plus interest, if applicable) in respect of illustration and not any Settlement Date in limitation accordance with this Section 3.07, such payment shall be the Investor’s sole remedy in respect of the foregoingCompany’s failure to deliver Shares in respect of such Settlement Date, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000, the Open Market Purchase Adjustment Amount which and the Company will shall not be required obligated to pay to the Investor will be $1,000deliver such Shares.

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If the Company fails to cause the delivery of the Shares when due, the Company shall pay to the Investor on demand in cash by wire transfer of immediately available funds to an account designated by the Investor as liquidated damages for such failure and not as a penalty, an amount equal to five percent (5%) of the payment required to be paid by the Investor on such Settlement Date (i.e., the Advance Amount) for the initial 30 days following such date until the Shares have been delivered, and an additional 5% for each additional 30-day period thereafter until the Shares have been delivered. If, by the third (3rd) business day after the Closing Date, the Company fails to deliver any portion of the shares of the Put to the Investor (the "Advance Put Shares Due") and the Investor purchases, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to the Investor by the Company (the "Open Market Share Purchase") , then the Company shall pay to the Investor, in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the amount equal to the excess, if any, of (x) the Investor's total purchase price (including brokerage commissions, if any) for the Open Market Share Purchase minus (y) the net proceeds (after brokerage commissions, if any) received by the Investor from the sale of the Advance Put Shares Due. The Company shall pay the Open Market Adjustment Amount to the Investor in immediately available funds within two (2) business days of written demand by the Investor. By way of illustration and not in limitation of the foregoing, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000, the Open Market Purchase Adjustment Amount which the Company will be required to pay to the Investor will be $1,000.

Failure to Deliver Shares. If the Company understands that issues a delay in the issuance of Common Stock could result in economic damage Draw Down Notice to the Investor. If , and the Company fails or its transfer agent shall fail for any reason or for no reason to cause the delivery electronically deliver all of the Shares when duesubject thereto to the Investor on the applicable Settlement Date by crediting the Investor’s or its designees’ account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system in compliance with Section 3.5 of this Agreement, then, in addition to all other remedies available to the Investor, the Company shall pay to the Investor on demand Investor, in cash by wire transfer of immediately available funds to an account designated by the Investor cash, as liquidated partial damages for such failure and not as a penalty, an amount equal to five percent (5%) 2.0% of the payment required to be paid by the Investor on such Settlement Date (i.e., the Advance Amount) for the initial 30 days following such date Settlement Date until the Shares have been delivered, and an additional 52.0% for each additional 30-day period thereafter until the Shares have been delivered, which amount shall be prorated for such periods less than 30 days. IfIn addition to the foregoing, by the third (3rd) business day after the Closing Date, if the Company fails or its transfer agent shall fail for any reason or for no reason to deliver any portion electronically transfer all of the shares of the Put Shares subject to a Draw Down Notice to the Investor on the applicable Settlement Date by crediting the Investor’s or its designees’ account at DTC through its Deposit/Withdrawal at Custodian (the "Advance Shares Due"DWAC) system in compliance with Section 3.5 of this Agreement, and if on or after such applicable Settlement Date the Investor purchases, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to by the Investor in satisfaction of a sale by the Investor of Shares that the Investor anticipated receiving from the Company (the "Open Market Share Purchase") in connection with such Draw Down, then the Company shall pay to the Investorshall, in addition to any other amounts due to the Investor pursuant to this Agreement, within three Trading Days after the PutInvestor’s request, and not pay cash to the Investor in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the an amount equal to the excess, if any, of (x) the Investor's ’s total purchase price (including brokerage commissions, if any) for the Open Market Share Purchase minus Shares so purchased, at which point the Company’s obligation to credit such Investor’s or its designee’s account at DTC for such Shares shall terminate. All amounts due and payable to the Investor pursuant to this Section 3.6 are hereinafter referred to collectively as the “Make Whole Amount”. If the Make Whole Amount is not paid within two Trading Days following the date when due hereunder, the Make Whole Amount shall accrue annual interest (yon the basis of the 365 day year) compounded daily at a rate equal to the greater of (i) the net proceeds (after brokerage commissions, if any) received prime rate of interest then in effect as published by the Investor from Wall Street Journal plus 3.0% and (ii) 10.0%, up to and including the sale of date on which the Advance Shares DueMake Whole Amount is actually paid. The Company shall pay not issue a Draw Down Notice to the Open Market Adjustment Amount Investor until the Make Whole Amount, plus all accrued interest, has been paid to the Investor in immediately available funds within two (2) business days of written demand by the Investor. By way of illustration and not in limitation of the foregoing, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000, the Open Market Purchase Adjustment Amount which the Company will be required to pay to the Investor will be $1,000full.

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If on any Settlement Date, the Company fails to cause the delivery of deliver the Shares when dueto be purchased by the Investor, and such failure is not cured within ten (10) Trading Days following the date on which the Investor delivered payment for such Shares, the Company shall pay to the Investor on demand in cash by wire transfer of immediately available funds to an account designated by the Investor the "Make Whole Amount;" provided, however, that in the event that the Company is prevented from delivering Shares in respect of any such Settlement Date in a timely manner by any fact or circumstance that is reasonably within the control of, or directly attributable to, the Investor, then such ten (10) Trading Day period shall be automatically extended until such time as liquidated damages for such failure and not as a penaltyfact or circumstance is cured. As used herein, the Make Whole Amount shall be an amount equal to the sum of (i) the Draw Down Amount actually paid by the Investor in respect of such Shares plus (ii) an amount equal to actual loss suffered by the Investor in respect of sales of such Shares to subsequent purchasers, which shall be based upon documentation reasonably satisfactory to the Company demonstrating the difference (if greater than zero) between (A) the price per share paid by the Investor to purchase such number of shares of Common Stock necessary for the Investor to meet its share delivery obligations to such subsequent purchasers minus (B) the average Draw Down Price during the applicable Draw Down Pricing Period. In the event that the Make Whole Amount is not paid within two (2) Trading Days following a demand therefor from the Investor, the Make Whole Amount shall accrue interest compounded daily at a rate of five percent (5%) per annum up to and including the date on which the Make Whole Amount is actually paid. Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Company pays the Make Whole Amount (plus interest, if applicable) in respect of the payment required to be paid by the Investor on such any Settlement Date (i.e.in accordance with this Section 3.10, the Advance Amount) for the initial 30 days following such date until the Shares have been delivered, and an additional 5% for each additional 30-day period thereafter until the Shares have been delivered. If, by the third (3rd) business day after the Closing Date, the Company fails to deliver any portion of the shares of the Put to the Investor (the "Advance Shares Due") and the Investor purchases, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to payment shall be delivered to the Investor by the Company (the "Open Market Share Purchase") , then the Company shall pay to the Investor, in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the amount equal to the excess, if any, of (x) the Investor's total purchase price (including brokerage commissions, if any) for the Open Market Share Purchase minus (y) the net proceeds (after brokerage commissions, if any) received by the Investor from the sale sole remedy in respect of the Advance Company's failure to deliver Shares Due. The Company shall pay the Open Market Adjustment Amount to the Investor in immediately available funds within two (2) business days respect of written demand by the Investor. By way of illustration and not in limitation of the foregoing, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000, the Open Market Purchase Adjustment Amount which the Company will be required to pay to the Investor will be $1,000such Settlement Date.

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If on any Settlement Date, the Company fails to cause the delivery of deliver the Shares when dueto be purchased by the Investor, and such failure is not cured within ten (10) Trading Days following the date on which the Investor delivered payment for such Shares, the Company shall pay to the Investor on demand in cash by wire transfer of immediately available funds to an account designated by the Investor the “Make Whole Amount;” provided, however, that in the event that the Company is prevented from delivering Shares in respect of any such Settlement Date in a timely manner by any fact or circumstance that is reasonably within the control of, or directly attributable to, the Investor, then such ten (10) Trading Day period shall be automatically extended until such time as liquidated damages for such failure and not as a penaltyfact or circumstance is cured. As used herein, the Make Whole Amount shall be an amount equal to the sum of (i) the Draw Down Amount actually paid by the Investor in respect of such Shares plus (ii) an amount equal to the actual loss suffered by the Investor in respect of sales to subsequent purchasers, pursuant to transactions entered into before the Settlement Date, of the Shares that were required to be delivered by the Company, which shall be based upon documentation reasonably satisfactory to the Company demonstrating the difference (if greater than zero) between (A) the price per share paid by the Investor to purchase such number of shares of Common Stock necessary for the Investor to meet its share delivery obligations to such subsequent purchasers minus (B) the average Draw Down Discount Price during the applicable Draw Down Pricing Period. In the event that the Make Whole Amount is not paid within two (2) Trading Days following a demand therefor from the Investor, the Make Whole Amount shall accrue interest compounded daily at a rate of five percent (5%) per annum up to and including the date on which the Make Whole Amount is actually paid. Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Company pays the Make Whole Amount (plus interest, if applicable) in respect of any Settlement Date in accordance with this Section 3.10, such payment shall be the Investor’s sole remedy in respect of the payment required Company’s failure to be paid by the Investor on deliver Shares in respect of such Settlement Date (i.e., the Advance Amount) for the initial 30 days following such date until the Shares have been deliveredDate, and an additional 5% for each additional 30-day period thereafter until the Shares have been delivered. If, by the third (3rd) business day after the Closing Date, the Company fails to deliver any portion of the shares of the Put to the Investor (the "Advance Shares Due") and the Investor purchases, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to the Investor by the Company (the "Open Market Share Purchase") , then the Company shall pay not be obligated to the Investor, in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the amount equal to the excess, if any, of (x) the Investor's total purchase price (including brokerage commissions, if any) for the Open Market Share Purchase minus (y) the net proceeds (after brokerage commissions, if any) received by the Investor from the sale of the Advance Shares Due. The Company shall pay the Open Market Adjustment Amount to the Investor in immediately available funds within two (2) business days of written demand by the Investor. By way of illustration and not in limitation of the foregoing, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000, the Open Market Purchase Adjustment Amount which the Company will be required to pay to the Investor will be $1,000deliver such Shares.

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If on any Settlement Date, the Company fails to take all actions within the reasonable control of the Company to cause the delivery of the Shares when duepurchased by the Investor, and such failure is not cured within two (2) Trading Days following such Settlement Date, the Company shall pay to the Investor on demand in cash by wire transfer of immediately available funds to an account designated by the Investor the “Make Whole Amount;” provided, however, that in the event that the Company is prevented from delivering Shares in respect of any such Settlement Date in a timely manner by any fact or circumstance that is not reasonably within the control of, or directly attributable to, the Company, or is otherwise reasonably within the control of, or directly attributable to, the Investor, then such two (2) Trading Day period shall be automatically extended until such time as liquidated damages for such failure and not as a penaltyfact or circumstance is cured. As used herein, the Make Whole Amount shall be an amount equal to five percent the sum of (5%i) of the payment required to be Draw Down Amount actually paid by the Investor on in respect of such Shares plus (ii) an amount equal to the actual loss suffered by the Investor in respect of sales to subsequent purchasers, pursuant to transactions entered into before the Settlement Date (i.e.Date, the Advance Amount) for the initial 30 days following such date until of the Shares have been delivered, and an additional 5% for each additional 30-day period thereafter until the Shares have been delivered. If, that were required to be delivered by the third (3rd) business day after the Closing DateCompany, which shall be based upon documentation reasonably satisfactory to the Company fails to deliver any portion of demonstrating the shares of difference (if greater than zero) between (A) the Put to price per share paid by the Investor (the "Advance Shares Due") and the Investor purchases, in an open market transaction or otherwise, to purchase such number of shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to for the Investor by the Company to meet its share delivery obligations to such subsequent purchasers minus (the "Open Market Share Purchase") , then the Company shall pay to the Investor, in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the amount equal to the excess, if any, of (xB) the Investor's total purchase price (including brokerage commissions, if any) for average Draw Down Discount Price during the Open Market Share Purchase minus (y) applicable Draw Down Pricing Period in respect of such Settlement Date. In the net proceeds (after brokerage commissions, if any) received by event that the Investor from the sale of the Advance Shares Due. The Company shall pay the Open Market Adjustment Make Whole Amount to the Investor in immediately available funds is not paid within two (2) business days Trading Days following a demand therefor from the Investor, the Make Whole Amount shall accrue interest compounded daily at a rate of written demand LIBOR plus 300 basis points, per annum up to and including the date on which the Make Whole Amount is actually paid. For the purposes of this Section 3.7 facts or circumstances that are reasonably within the control of the Company include such facts and circumstances directly attributable to acts or omissions of the Company, its officers, directors, employees, agents and representatives, including, without limitation, any transfer agent(s), accountant(s) and/or attorney(s) engaged by the Company in connection with the Company’s performance of its obligations hereunder. Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Company pays the Make Whole Amount (plus interest, if applicable) in respect of any Settlement Date in accordance with this Section 3.7, such payment shall be the Investor. By way of illustration and not ’s sole remedy in limitation respect of the foregoingCompany’s failure to deliver Shares in respect of such Settlement Date, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000, the Open Market Purchase Adjustment Amount which and the Company will shall not be required obligated to pay to the Investor will be $1,000deliver such Shares.

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If on any Settlement Date, the Company fails to take all actions within the reasonable control of the Company to cause the delivery of the Shares when duepurchased by the Investor, and such failure is not cured within two (2) Trading Days following such Settlement Date, the Company shall pay to the Investor on demand in cash by wire transfer of immediately available funds to an account designated by the Investor the “Make Whole Amount;” provided, however, that in the event that the Company is prevented from delivering Shares in respect of any such Settlement Date in a timely manner by any fact or circumstance that is reasonably within the control of, or directly attributable to, the Investor, then such two (2) Trading Day period shall be automatically extended until such time as liquidated damages for such failure and not as a penaltyfact or circumstance is cured. As used herein, the Make Whole Amount shall be an amount equal to the sum of (i) the Draw Down Amount actually paid by the Investor in respect of such Shares plus (ii) an amount equal to the actual loss suffered by the Investor in respect of sales to subsequent purchasers, pursuant to transactions entered into before the Settlement Date, of the Shares that were required to be delivered by the Company, which shall be based upon documentation reasonably satisfactory to the Company demonstrating the difference (if greater than zero) between (A) the price per share paid by the Investor to purchase such number of shares of Common Stock necessary for the Investor to meet its share delivery obligations to such subsequent purchasers minus (B) the average Draw Down Discount Price during the applicable Draw Down Pricing Period. In the event that the Make Whole Amount is not paid within two (2) Trading Days following a demand therefor from the Investor, the Make Whole Amount shall accrue interest compounded daily at a rate of five percent (5%) per annum up to and including the date on which the Make Whole Amount is actually paid. Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Company pays the Make Whole Amount (plus interest, if applicable) in respect of any Settlement Date in accordance with this Section 3.07, such payment shall be the Investor’s sole remedy in respect of the payment required Company’s failure to be paid by the Investor on deliver Shares in respect of such Settlement Date (i.e., the Advance Amount) for the initial 30 days following such date until the Shares have been deliveredDate, and an additional 5% for each additional 30-day period thereafter until the Shares have been delivered. If, by the third (3rd) business day after the Closing Date, the Company fails to deliver any portion of the shares of the Put to the Investor (the "Advance Shares Due") and the Investor purchases, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to the Investor by the Company (the "Open Market Share Purchase") , then the Company shall pay not be obligated to the Investor, in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the amount equal to the excess, if any, of (x) the Investor's total purchase price (including brokerage commissions, if any) for the Open Market Share Purchase minus (y) the net proceeds (after brokerage commissions, if any) received by the Investor from the sale of the Advance Shares Due. The Company shall pay the Open Market Adjustment Amount to the Investor in immediately available funds within two (2) business days of written demand by the Investor. By way of illustration and not in limitation of the foregoing, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000, the Open Market Purchase Adjustment Amount which the Company will be required to pay to the Investor will be $1,000deliver such Shares.

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If the Company fails fails, on any Settlement Date, to take all actions within its reasonable control to cause the delivery of the Shares when duepurchased by the Investor, and such failure is not cured within two (2) Trading Days following such Settlement Date, the Company shall pay to the Investor on demand in cash by wire transfer of immediately available funds to an account designated by the Investor the Make Whole Amount (as liquidated damages for hereinafter defined); provided, however, that in the event that the Company is prevented from delivering Shares in respect of any such failure and not Settlement Date in a timely manner by any fact or circumstance that is reasonably within the control of, or directly attributable to, the Investor, then such two (2) Trading Day period shall be automatically extended until such time as a penaltysuch fact or circumstance is cured. As used herein, the “Make Whole Amount” shall be an amount equal to five percent the sum of (5%i) of the payment required to be Draw Down Amount actually paid by the Investor on in respect of such Shares plus (ii) an amount equal to the actual loss suffered by the Investor in respect of sales to subsequent purchasers, pursuant to transactions entered into before the Settlement Date (i.e.Date, the Advance Amount) for the initial 30 days following such date until of the Shares have been delivered, and an additional 5% for each additional 30-day period thereafter until the Shares have been delivered. If, that were required to be delivered by the third (3rd) business day after the Closing DateCompany, which shall be based upon documentation reasonably satisfactory to the Company fails to deliver any portion of demonstrating the shares of difference (if greater than zero) between (A) the Put to price per share paid by the Investor (the "Advance Shares Due") and the Investor purchases, in an open market transaction or otherwise, to purchase such number of shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to for the Investor by the Company to meet its share delivery obligations to such subsequent purchasers minus (the "Open Market Share Purchase") , then the Company shall pay to the Investor, in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the amount equal to the excess, if any, of (xB) the Investor's total purchase price (including brokerage commissions, if any) for average Draw Down Discount Price during the Open Market Share Purchase minus (y) applicable Draw Down Pricing Period. In the net proceeds (after brokerage commissions, if any) received by event that the Investor from the sale of the Advance Shares Due. The Company shall pay the Open Market Adjustment Make Whole Amount to the Investor in immediately available funds is not paid within two (2) business days of written Trading Days following a demand by therefor from the Investor, the Make Whole Amount shall accrue interest compounded daily at a rate of LIBOR plus 300 basis points per annum, up to and including the date on which the Make Whole Amount is actually paid. By way Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Company pays the Make Whole Amount (plus interest, if applicable) in respect of illustration and not any Settlement Date in limitation accordance with this Section 3.07, such payment shall be the Investor’s sole remedy in respect of the foregoingCompany’s failure to deliver Shares in respect of such Settlement Date, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000, the Open Market Purchase Adjustment Amount which and the Company will shall not be required obligated to pay to the Investor will be $1,000deliver such Shares.

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If on any Settlement Date, the Company fails to cause the delivery of the Shares when duepurchased by the Investor, and such failure is not cured within two (2) Trading Days following such Settlement Date, the Company shall pay to the Investor on demand in cash by wire transfer of immediately available funds to an account designated by the Investor the “Make Whole Amount;” provided, however, that in the event that the Company is prevented from delivering Shares in respect of any such Settlement Date in a timely manner by any fact or circumstance that is not reasonably within the control of, or directly attributable to, the Company, or is otherwise reasonably within the control of, or directly attributable to, the Investor, then such two (2) Trading Day period shall be automatically extended until such time as liquidated damages for such failure and not as a penaltyfact or circumstance is cured. As used herein, the Make Whole Amount shall be an amount equal to five percent the sum of (5%i) of the payment required to be Draw Down Amount actually paid by the Investor on in respect of such Shares plus (ii) an amount equal to the actual loss suffered by the Investor in respect of sales to subsequent purchasers, pursuant to transactions entered into before the Settlement Date (i.e.Date, the Advance Amount) for the initial 30 days following such date until of the Shares have been delivered, and an additional 5% for each additional 30-day period thereafter until the Shares have been delivered. If, that were required to be delivered by the third (3rd) business day after the Closing DateCompany, which shall be based upon documentation reasonably satisfactory to the Company fails to deliver any portion of demonstrating the shares of difference (if greater than zero) between (A) the Put to price per share paid by the Investor (the "Advance Shares Due") and the Investor purchases, in an open market transaction or otherwise, to purchase such number of shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to for the Investor by the Company to meet its share delivery obligations to such subsequent purchasers minus (the "Open Market Share Purchase") , then the Company shall pay to the Investor, in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the amount equal to the excess, if any, of (xB) the Investor's total purchase price (including brokerage commissions, if any) for average Draw Down Discount Price during the Open Market Share Purchase minus (y) applicable Draw Down Pricing Period. In the net proceeds (after brokerage commissions, if any) received by event that the Investor from the sale of the Advance Shares Due. The Company shall pay the Open Market Adjustment Make Whole Amount to the Investor in immediately available funds is not paid within two (2) business days Trading Days following a demand therefor from the Investor, the Make Whole Amount shall accrue annual interest (on the basis of written demand the 365 day year) compounded daily at a rate equal to the greater of (i) the prime rate of interest then in effect as published by the InvestorWall Street Journal plus three percent (3%) and (ii) ten percent (10%), up to and including the date on which the Make Whole Amount is actually paid. By way For the purposes of illustration and not in limitation this Section 3.7 facts or circumstances that are reasonably within the control of the foregoingCompany include such facts and circumstances solely attributable to acts or omissions of the Company, its officers, directors, employees, agents and representatives, including, without limitation, any transfer agent(s) and/or accountant(s) engaged by the Company in connection with the Company’s performance of its obligations hereunder. Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Company pays the Make Whole Amount (plus interest, if applicable) in respect of any Settlement Date in accordance with this Section 3.7, such payment shall be the Investor purchases shares Investor’s sole remedy in respect of Common Stock having a total purchase price (including brokerage commissions) the Company’s failure to deliver Shares in respect of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000such Settlement Date, the Open Market Purchase Adjustment Amount which and the Company will shall not be required obligated to pay to the Investor will be $1,000deliver such Shares.

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If on any Settlement Date, the Company fails to take all actions within the reasonable control of the Company to cause the delivery of the Shares when duepurchased by the Investor, and such failure is not cured within two (2) Trading Days following such Settlement Date, the Company shall pay to the Investor on demand in cash by wire transfer of immediately available funds to an account designated by the Investor the “Make Whole Amount;” provided, however, that in the event that the Company is prevented from delivering Shares in respect of any such Settlement Date in a timely manner by any fact or circumstance that is not reasonably within the control of, or directly attributable to, the Company, or is otherwise reasonably within the control of, or directly attributable to, the Investor, then such two (2) Trading Day period shall be automatically extended until such time as liquidated damages for such failure and not as a penaltyfact or circumstance is cured. As used herein, the Make Whole Amount shall be an amount equal to five percent the sum of (5%i) of the payment required to be Draw Down Amount actually paid by the Investor on in respect of such Shares plus (ii) an amount equal to the actual loss suffered by the Investor in respect of sales to subsequent purchasers, pursuant to transactions entered into before the Settlement Date (i.e.Date, the Advance Amount) for the initial 30 days following such date until of the Shares have been delivered, and an additional 5% for each additional 30-day period thereafter until the Shares have been delivered. If, that were required to be delivered by the third (3rd) business day after the Closing DateCompany, which shall be based upon documentation reasonably satisfactory to the Company fails to deliver any portion of demonstrating the shares of difference (if greater than zero) between (A) the Put to price per share paid by the Investor (the "Advance Shares Due") and the Investor purchases, in an open market transaction or otherwise, to purchase such number of shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to for the Investor by the Company to meet its share delivery obligations to such subsequent purchasers minus (the "Open Market Share Purchase") , then the Company shall pay to the Investor, in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the amount equal to the excess, if any, of (xB) the Investor's total purchase price (including brokerage commissions, if any) for average Draw Down Discount Price during the Open Market Share Purchase minus (y) applicable Draw Down Pricing Period. In the net proceeds (after brokerage commissions, if any) received by event that the Investor from the sale of the Advance Shares Due. The Company shall pay the Open Market Adjustment Make Whole Amount to the Investor in immediately available funds is not paid within two (2) business days Trading Days following a demand therefor from the Investor, the Make Whole Amount shall accrue interest compounded daily at a rate equal to the greater of written demand (i) the prime rate of interest then in effect as published by the InvestorWall Street Journal plus three percent (3%) and (ii) ten percent (10%), up to and including the date on which the Make Whole Amount is actually paid. By way For the purposes of illustration and not in limitation this Section 3.7 facts or circumstances that are reasonably within the control of the foregoingCompany include such facts and circumstances directly attributable to acts or omissions of the Company, its officers, directors, employees, agents and representatives, including, without limitation, any transfer agent(s), accountant(s) and/or attorney(s) engaged by the Company in connection with the Company’s performance of its obligations hereunder. Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Company pays the Make Whole Amount (plus interest, if applicable) in respect of any Settlement Date in accordance with this Section 3.7, such payment shall be the Investor purchases shares Investor’s sole remedy in respect of Common Stock having a total purchase price (including brokerage commissions) the Company’s failure to deliver Shares in respect of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000such Settlement Date, the Open Market Purchase Adjustment Amount which and the Company will shall not be required obligated to pay to the Investor will be $1,000deliver such Shares.

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If on any Settlement Date, the Company fails to cause the delivery of the Shares when duepurchased by the Investor, and such failure is not cured within two (2) Trading Days following such Settlement Date, the Company shall pay to the Investor on demand in cash by wire transfer of immediately available funds to an account designated by the Investor the “Make Whole Amount;” provided, however, that in the event that the Company is prevented from delivering Shares in respect of any such Settlement Date in a timely manner by any fact or circumstance that is not reasonably within the control of, or directly attributable to, the Company, or is otherwise reasonably within the control of, or directly attributable to, the Investor, then such two (2) Trading Day period shall be automatically extended until such time as liquidated damages for such failure and not as a penaltyfact or circumstance is cured. As used herein, the Make Whole Amount shall be an amount equal to five percent the sum of (5%i) of the payment required to be Draw Down Amount actually paid by the Investor on in respect of such Shares plus (ii) an amount equal to the actual loss suffered by the Investor in respect of sales to subsequent purchasers (taking into account the return of the Draw Down Amount made under clause (i)), pursuant to transactions entered into before the Settlement Date (i.e.Date, the Advance Amount) for the initial 30 days following such date until of the Shares have been delivered, and an additional 5% for each additional 30-day period thereafter until the Shares have been delivered. If, that were required to be delivered by the third (3rd) business day after the Closing DateCompany, which shall be based upon documentation reasonably satisfactory to the Company fails to deliver any portion of demonstrating the shares of difference (if greater than zero) between (A) the Put to price per share paid by the Investor (the "Advance Shares Due") and the Investor purchases, in an open market transaction or otherwise, to purchase such number of shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to for the Investor by the Company to meet its share delivery obligations to such subsequent purchasers minus (the "Open Market Share Purchase") , then the Company shall pay to the Investor, in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the amount equal to the excess, if any, of (xB) the Investor's total purchase price (including brokerage commissions, if any) for average Draw Down Discount Price during the Open Market Share Purchase minus (y) applicable Draw Down Pricing Period. In the net proceeds (after brokerage commissions, if any) received by event that the Investor from the sale of the Advance Shares Due. The Company shall pay the Open Market Adjustment Make Whole Amount to the Investor in immediately available funds is not paid within two (2) business days Trading Days following a demand therefor from the Investor, the Make Whole Amount shall accrue annual interest (on the basis of written demand the 365 day year) compounded daily at a rate equal to the greater of (i) the prime rate of interest then in effect as published by the InvestorWall Street Journal plus three percent (3%) and (ii) ten percent (10%), up to and including the date on which the Make Whole Amount is actually paid. By way For the purposes of illustration and not in limitation this Section 3.7 facts or circumstances that are reasonably within the control of the foregoingCompany include such facts and circumstances solely attributable to acts or omissions of the Company, its officers, directors, employees, agents and representatives, including, without limitation, any transfer agent(s) and/or accountant(s) engaged by the Company in connection with the Company’s performance of its obligations hereunder. Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Company pays the Make Whole Amount (plus interest, if applicable) in respect of any Settlement Date in accordance with this Section 3.7, such payment shall be the Investor purchases shares Investor’s sole remedy in respect of Common Stock having a total purchase price (including brokerage commissions) the Company’s failure to deliver Shares in respect of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000such Settlement Date, the Open Market Purchase Adjustment Amount which and the Company will shall not be required obligated to pay to the Investor will be $1,000deliver such Shares.

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If on any Settlement Date, the Company fails to cause the delivery of deliver the Shares when dueto be purchased by the Investor, and such failure is not cured within ten (10) Trading Days following the date on which the Investor delivered payment for such Shares, the Company shall pay to the Investor on demand in cash by wire transfer of immediately available funds to an account designated by the Investor the "MAKE WHOLE AMOUNT;" PROVIDED, HOWEVER, that in the event that the Company is prevented from delivering Shares in respect of any such Settlement Date in a timely manner by any fact or circumstance that is reasonably within the control of, or directly attributable to, the Investor, then such ten (10) Trading Day period shall be automatically extended until such time as liquidated damages for such failure and not as a penaltyfact or circumstance is cured. As used herein, the Make Whole Amount shall be an amount equal to the sum of (i) the Draw Down Amount actually paid by the Investor in respect of such Shares plus (ii) an amount equal to the actual loss suffered by the Investor in respect of sales to subsequent purchasers, pursuant to transactions entered into before the Settlement Date, of the Shares that were required to be delivered by the Company, which shall be based upon documentation reasonably satisfactory to the Company demonstrating the difference (if greater than zero) between (A) the price per share paid by the Investor to purchase such number of shares of Common Stock necessary for the Investor to meet its share delivery obligations to such subsequent purchasers minus (B) the average Draw Down Discount Price during the applicable Draw Down Pricing Period. In the event that the Make Whole Amount is not paid within five (5) Trading Days following a demand therefor from the Investor, the Make Whole Amount shall accrue interest compounded daily at a rate of five percent (5%) per annum up to and including the date on which the Make Whole Amount is actually paid. Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Company pays the Make Whole Amount (plus interest, if applicable) in respect of any Settlement Date in accordance with this Section 3.10, such payment shall be the Investor's sole remedy in respect of the payment required Company's failure to be paid by the Investor on deliver Shares in respect of such Settlement Date (i.e., the Advance Amount) for the initial 30 days following such date until the Shares have been deliveredDate, and an additional 5% for each additional 30-day period thereafter until the Shares have been delivered. If, by the third (3rd) business day after the Closing Date, the Company fails to deliver any portion of the shares of the Put to the Investor (the "Advance Shares Due") and the Investor purchases, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to the Investor by the Company (the "Open Market Share Purchase") , then the Company shall pay not be obligated to deliver such Shares and the Investor, in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the amount equal to the excess, if any, of (x) the Investor's total purchase price (including brokerage commissions, if any) for the Open Market Share Purchase minus (y) the net proceeds (after brokerage commissions, if any) received by the Investor from the sale of the Advance Shares Due. The Company shall pay the Open Market Adjustment Amount not be deemed to be in breach of its obligations to the Investor in immediately available funds within two (2) business days of written demand connection with the failure by the Investor. By way of illustration and not in limitation of the foregoing, if the Investor purchases Company to deliver shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000, the Open Market Purchase Adjustment Amount which the Company will be required to pay to the Investor will be $1,000on a Settlement Date.

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If on any Settlement Date, the Company fails to take all actions within the reasonable control of the Company to cause the delivery of the Shares when duepurchased by the Investor, and such failure is not cured within two (2) Trading Days following such Settlement Date, the Company shall pay to the Investor on demand in cash by wire transfer of immediately available funds to an account designated by the Investor the “Make Whole Amount;” provided, however, that in the event that the Company is prevented from delivering Shares in respect of any such Settlement Date in a timely manner by any fact or circumstance that is reasonably within the control of, or directly attributable to, the Investor, then such two (2) Trading Day period shall be automatically extended until such time as liquidated damages for such failure and not as a penaltyfact or circumstance is cured. As used herein, the Make Whole Amount shall be an amount equal to the sum of (i) the Draw Down Amount actually paid by the Investor in respect of such Shares plus (ii) an amount equal to the actual loss suffered by the Investor in respect of sales to subsequent purchasers, pursuant to transactions entered into before the Settlement Date, of the Shares that were required to be delivered by the Company, which shall be based upon documentation reasonably satisfactory to the Company demonstrating the difference (if greater than zero) between (A) the price per share paid by the Investor to purchase such number of shares of Common Stock necessary for the Investor to meet its share delivery obligations to such subsequent purchasers minus (B) the average Draw Down Discount Price during the applicable Draw Down Pricing Period. In the event that the Make Whole Amount is not paid within two (2) Trading Days following a demand therefor from the Investor, the Make Whole Amount shall accrue interest compounded daily at a rate of five percent (5%) per annum up to and including the date on which the Make Whole Amount is actually paid. Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Company pays the Make Whole Amount (plus interest, if applicable) in respect of any Settlement Date in accordance with this Section 3.7, such payment shall be the Investor’s sole remedy in respect of the payment required Company’s failure to be paid by the Investor on deliver Shares in respect of such Settlement Date (i.e., the Advance Amount) for the initial 30 days following such date until the Shares have been deliveredDate, and an additional 5% for each additional 30-day period thereafter until the Shares have been delivered. If, by the third (3rd) business day after the Closing Date, the Company fails to deliver any portion of the shares of the Put to the Investor (the "Advance Shares Due") and the Investor purchases, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to the Investor by the Company (the "Open Market Share Purchase") , then the Company shall pay not be obligated to the Investor, in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the amount equal to the excess, if any, of (x) the Investor's total purchase price (including brokerage commissions, if any) for the Open Market Share Purchase minus (y) the net proceeds (after brokerage commissions, if any) received by the Investor from the sale of the Advance Shares Due. The Company shall pay the Open Market Adjustment Amount to the Investor in immediately available funds within two (2) business days of written demand by the Investor. By way of illustration and not in limitation of the foregoing, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000, the Open Market Purchase Adjustment Amount which the Company will be required to pay to the Investor will be $1,000deliver such Shares.

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. (a) If on any Settlement Date, the Company fails to take all actions within its reasonable control to cause the delivery of the Shares when duepurchased by the Investor, and such failure is not cured within two (2) Trading Days following such Settlement Date (such period, the “Cure Period”), the Company shall pay to the Investor on demand in cash by wire transfer of immediately available funds to an account designated by the Investor Investor, as liquidated damages for such failure and not as a penalty, an amount equal to five two percent (52.0%) of the payment required to be paid by the Investor on such Settlement Date (i.e., the Advance Draw Down Amount) for ). If on or prior to the initial 30 days 70th day following such date until the Shares have been delivered, and an additional 5% for each additional 30-day period thereafter until the Shares have been delivered. If, by the third (3rd) business day after the Closing Settlement Date, the Investor shall notify the Company fails to deliver any portion of the shares of the Put to the Investor (the "Advance Shares Due") and the Investor purchasesMake Whole Amount, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to the Investor by the Company (the "Open Market Share Purchase") , then the Company shall pay to the InvestorInvestor on demand in cash by wire transfer of immediately available funds the difference, in addition to any other amounts due if positive, between the Make Whole Amount and the amount paid to Investor as liquidated damages pursuant to the Put, and not in lieu thereof, foregoing sentence. If the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the amount equal Company shall fail to the excess, if any, of (x) the Investor's total purchase price (including brokerage commissions, if any) for the Open Market Share Purchase minus (y) the net proceeds (after brokerage commissions, if any) received by the Investor from the sale make timely payment of the Advance Shares Due. The Company shall pay the Open Market Adjustment Make Whole Amount to the Investor in immediately available funds within two (2) business days Trading Days following demand therefor from the Investor as herein provided, as liquidated damages for such failure and not as a penalty, in addition to the Make Whole Amount, the Company shall pay to the Investor an additional two percent (2.0%) for each 30-day period (prorated for such periods less than 30 days) following the date of written such demand by from the Investor, until the Make Whole Amount shall have been paid in full to the Investor. By way As used herein, the Make Whole Amount shall be an amount equal to the sum of illustration and not (i) the Draw Down Amount actually paid by the Investor in limitation respect of such Shares plus (ii) an amount equal to the actual loss suffered by the Investor in respect of sales to subsequent purchasers, pursuant to transactions entered into before the Settlement Date, of the foregoingShares that were required to be delivered by the Company on such Settlement Date, which shall be based upon documentation reasonably satisfactory to the Company demonstrating the difference (if greater than zero) between (A) the price per share paid by the Investor purchases to purchase such number of shares of Common Stock having necessary for the Investor to meet its share delivery obligations to such subsequent purchasers minus (B) the average Draw Down Discount Price during the applicable Draw Down Pricing Period in respect of such Settlement Date. (b) Notwithstanding the foregoing, in the event that the Company is prevented from delivering Shares in respect of any such Settlement Date in a total purchase price (including brokerage commissions) of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000timely manner by any fact or circumstance that is not reasonably within the control of, or directly attributable to, the Open Market Purchase Adjustment Amount which Company, or is otherwise reasonably within the control of, or directly attributable to, the Investor, then the Cure Period shall be automatically extended until such time as such fact or circumstance is cured. For the purposes of this Section 3.8 facts or circumstances that are reasonably within the control of the Company will be required include such facts and circumstances solely attributable to pay acts or omissions of the Company, its officers, directors, employees, agents and representatives, including, without limitation, any transfer agent(s) and/or accountant(s) engaged by the Company in connection with the Company’s performance of its obligations hereunder. Notwithstanding anything to the Investor will contrary set forth in this Agreement, in the event that the Company pays the Make Whole Amount in respect of any Settlement Date in accordance with this Section 3.8, such payment shall be $1,000the Investor’s sole remedy in respect of the Company’s failure to deliver Shares in respect of such Settlement Date, and the Company shall not be obligated to deliver such Shares.

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If If, on any Settlement Date, the Company fails to take all actions within the reasonable control of the Company to cause the delivery of the Shares when duepurchased by the Investor, and such failure is not cured within two (2) Trading Days following such Settlement Date, the Company shall pay to the Investor on demand in cash by wire transfer of immediately available funds to an account designated by the Investor the “Make Whole Amount;” provided, however, that in the event that the Company is prevented from delivering Shares in respect of any such Settlement Date in a timely manner by any fact or circumstance that is reasonably within the control of, or directly attributable to, the Investor, then such two (2) Trading Day period shall be automatically extended until such time as liquidated damages for such failure and not as a penaltyfact or circumstance is cured. As used herein, the Make Whole Amount shall be an amount equal to five percent the sum of (5%i) of the payment required to be Draw Down Amount actually paid by the Investor on in respect of such Shares plus (ii) an amount equal to the actual loss suffered by the Investor in respect of sales to subsequent purchasers, pursuant to transactions entered into before the Settlement Date (i.e.Date, the Advance Amount) for the initial 30 days following such date until of the Shares have been delivered, and an additional 5% for each additional 30-day period thereafter until the Shares have been delivered. If, that were required to be delivered by the third (3rd) business day after the Closing DateCompany, which shall be based upon documentation reasonably satisfactory to the Company fails to deliver any portion of demonstrating the shares of difference (if greater than zero) between (A) the Put to price per share paid by the Investor (the "Advance Shares Due") and the Investor purchases, in an open market transaction or otherwise, to purchase such number of shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to for the Investor by the Company to meet its share delivery obligations to such subsequent purchasers minus (the "Open Market Share Purchase") , then the Company shall pay to the Investor, in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the amount equal to the excess, if any, of (xB) the Investor's total purchase price (including brokerage commissions, if any) for average Draw Down Discount Price during the Open Market Share Purchase minus (y) applicable Draw Down Pricing Period. In the net proceeds (after brokerage commissions, if any) received by event that the Investor from the sale of the Advance Shares Due. The Company shall pay the Open Market Adjustment Make Whole Amount to the Investor in immediately available funds is not paid within two (2) business days of written Trading Days following a demand by therefor from the Investor, the Make Whole Amount shall accrue interest compounded daily at a rate of LIBOR plus 300 basis points, per annum up to and including the date on which the Make Whole Amount is actually paid. By way Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Company pays the Make Whole Amount (plus interest, if applicable) in respect of illustration and not any Settlement Date in limitation accordance with this Section 3.07, such payment shall be the Investor’s sole remedy in respect of the foregoingCompany’s failure to deliver Shares in respect of such Settlement Date, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000, the Open Market Purchase Adjustment Amount which and the Company will shall not be required obligated to pay to the Investor will be $1,000deliver such Shares.

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If the Company fails issues a Draw Down Notice to cause the delivery Investors, and the Company or its transfer agent shall fail for any reason or for no reason to electronically deliver all of the Shares when duesubject thereto to any Investor on the applicable Settlement Date or within two (2) Trading Days thereafter by crediting such Investor’s or its designees’ account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system in compliance with Section 3.5 of this Agreement, then, in addition to all other remedies available to such Investor, the Company shall pay to the Investor on demand such Investor, in cash by wire transfer of immediately available funds to an account designated by the Investor cash, as liquidated partial damages for such failure and not as a penalty, an amount equal to five percent (5%) 2.0% of the payment required to be paid by the such Investor on such Settlement Date (i.e., the Advance Amount) for the initial 30 days following such date Settlement Date until the Shares have been delivered, and an additional 52.0% for each additional 30-day period thereafter until the Shares have been delivered, which amount shall be prorated for such periods less than 30 days. IfIn addition to the foregoing, by the third (3rd) business day after the Closing Date, if the Company fails or its transfer agent shall fail for any reason or for no reason to deliver any portion electronically transfer all of the shares Shares subject to a Draw Down Notice to any Investor on the applicable Settlement Date by crediting such Investor’s or its designees’ account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system in compliance with Section 3.5 of the Put to the Investor (the "Advance Shares Due") this Agreement, and the if on or after such applicable Settlement Date such Investor purchases, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery by such Investor in satisfaction of shares which would have been delivered if the full amount a sale by such Investor of the shares to be delivered to the Shares that such Investor by anticipated receiving from the Company (the "Open Market Share Purchase") in connection with such Draw Down, then the Company shall pay to the Investorshall, in addition to any other amounts due to such Investor pursuant to the Putthis Agreement, and not within three Trading Days after such Investor’s request, pay cash to such Investor in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the an amount equal to the excess, if any, of (x) the such Investor's ’s total purchase price (including brokerage commissions, if any) for the Open Market Share Purchase minus Shares so purchased, at which point the Company’s obligation to credit such Investor’s or its designee’s account at DTC for such Shares shall terminate. All amounts due and payable to any Investor pursuant to this Section 3.6 are hereinafter referred to collectively as the “Make Whole Amount”. If the Make Whole Amount is not paid within two Trading Days following the date when due hereunder, the Make Whole Amount shall accrue annual interest (yon the basis of the 365 day year) compounded daily at a rate equal to the greater of (i) the net proceeds (after brokerage commissions, if any) received prime rate of interest then in effect as published by the Investor from Wall Street Journal plus 3.0% and (ii) 10.0%, up to and including the sale of date on which the Advance Shares DueMake Whole Amount is actually paid. The Company shall pay not issue a Draw Down Notice to any of the Open Market Adjustment Amount Investors until the Make Whole Amount, plus all accrued interest, has been paid to the Investor applicable Investor(s) in immediately available funds within two (2) business days of written demand by the Investor. By way of illustration and not in limitation of the foregoing, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000, the Open Market Purchase Adjustment Amount which the Company will be required to pay to the Investor will be $1,000full.

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If on any Settlement Date, the Company fails to cause the delivery of the Shares when duepurchased by the Investor, and such failure is not cured within two (2) Trading Days following such Settlement Date, the Company shall pay to the Investor on demand in cash by wire transfer of immediately available funds to an account designated by the Investor the “Make Whole Amount;” provided, however, that in the event that the Company is prevented from delivering Shares in respect of any such Settlement Date in a timely manner by any fact or circumstance that is not reasonably within the control of, or directly attributable to, the Company, or is otherwise reasonably within the control of, or directly attributable to, the Investor, then such two (2) Trading Day period shall be automatically extended until such time as liquidated damages for such failure and not as a penaltyfact or circumstance is cured. As used herein, the Make Whole Amount shall be an amount equal to five percent the sum of (5%i) of the payment required to be Draw Down Amount actually paid by the Investor on in respect of such Shares plus (ii) an amount equal to the actual loss suffered by the Investor in respect of sales to subsequent purchasers, pursuant to transactions entered into before the Settlement Date (i.e.Date, the Advance Amount) for the initial 30 days following such date until of the Shares have been delivered, and an additional 5% for each additional 30-day period thereafter until the Shares have been delivered. If, that were required to be delivered by the third (3rd) business day after the Closing DateCompany, which shall be based upon documentation reasonably satisfactory to the Company fails to deliver any portion of demonstrating the shares of difference (if greater than zero) between (A) the Put to price per share paid by the Investor (the "Advance Shares Due") and the Investor purchases, in an open market transaction or otherwise, to purchase such number of shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to for the Investor by the Company to meet its share delivery obligations to such subsequent purchasers minus (the "Open Market Share Purchase") , then the Company shall pay to the Investor, in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the amount equal to the excess, if any, of (xB) the Investor's total purchase price (including brokerage commissions, if any) for average Draw Down Discount Price during the Open Market Share Purchase minus (y) applicable Draw Down Pricing Period. In the net proceeds (after brokerage commissions, if any) received by event that the Investor from the sale of the Advance Shares Due. The Company shall pay the Open Market Adjustment Make Whole Amount to the Investor in immediately available funds is not paid within two (2) business days Trading Days following a demand therefor from the Investor, the Make Whole Amount shall accrue interest compounded daily at a rate equal to ten percent (10%) per annum up to and including the date on which the Make Whole Amount is actually paid. For the purposes of written demand this Section 3.7 facts or circumstances that are reasonably within the control of the Company include such facts and circumstances attributable to acts or omissions of the Company, its officers, directors, employees, agents and representatives, including, without limitation, any transfer agent(s), accountant(s) and/or attorney(s) engaged by the Company in connection with the Company’s performance of its obligations hereunder. Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Company pays the Make Whole Amount (plus interest, if applicable) in respect of any Settlement Date in accordance with this Section 3.7, such payment shall be the Investor. By way of illustration and not ’s sole remedy in limitation respect of the foregoingCompany’s failure to deliver Shares in respect of such Settlement Date, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000, the Open Market Purchase Adjustment Amount which and the Company will shall not be required obligated to pay to the Investor will be $1,000deliver such Shares.

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If the Company fails to cause the delivery of the Shares when due, the Company shall pay to the Investor on demand in cash by wire transfer of immediately available funds to an account designated by the Investor as liquidated damages a fee for such failure and not as a penalty, an amount equal to five eighteen percent (5%) of the payment required to be paid by the Investor on such Settlement Date (i.e., the Advance Put Amount) for the initial 30 thirty days following such date until the Shares have been delivered, and an additional 5% five percent for each additional 30-thirty day period thereafter until the Shares have been delivered. If, by the third (3rd) business day after the Closing Date, the Company fails to deliver any portion of the shares of the Put to the Investor (the "Advance “Put Shares Due"”) and the Investor purchases, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to the Investor by the Company (the "“Open Market Share Purchase"”) , then the Company shall pay to the Investor, in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "“Open Market Adjustment Amount" ” is the amount equal to the excess, if any, of (x) the Investor's ’s total purchase price (including brokerage commissions, if any) for the Open Market Share Purchase minus (y) the net proceeds (after brokerage commissions, if any) received by the Investor from the sale of the Advance Put Shares Due. The Company shall pay the Open Market Adjustment Amount to the Investor in immediately available funds within two (2) business days of written demand by the Investor. By way of illustration and not in limitation of the foregoing, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 eleven thousand dollars to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000ten thousand dollars, the Open Market Purchase Adjustment Amount which the Company will be required to pay to the Investor will be $1,000one thousand dollars.

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If the Company fails to cause the delivery of the Shares when dueIf, for any reason whatsoever, the Company shall pay fail to, or is otherwise unable to, deliver any Warrant Shares to any Holder upon the Investor on demand in cash by wire transfer exercise of immediately available funds to an account designated by the Investor as liquidated damages for such failure and not as Holder's Warrants (a penalty, an amount equal to five percent (5%) of the payment required to be paid by the Investor on such Settlement Date (i.e., the Advance Amount) for the initial 30 days following such date until the Shares have been delivered, and an additional 5% for each additional 30-day period thereafter until the Shares have been delivered. If, by the third (3rd) business day after the Closing Date"Share Delivery Default"), the Company fails hereby agrees to deliver pay liquidated damages to the Holders on a monthly basis in an amount such that, each Warrant outstanding shall evidence the right to receive upon payment of the Exercise Price that number of shares of Common Stock (calculated to the nearest ten millionth) obtained from the following formula: N' = N . 1.005 Where: N' = the adjusted number of Warrant Shares issuable upon the exercise of a Warrant by payment of the Exercise Price. N = the number of Warrant Shares previously issuable upon the exercise of a Warrant by payment of the Exercise Price prior to adjustment. The adjustment made pursuant to this Section shall be made on a monthly basis beginning on and including the day following the Share Delivery Default to but excluding the day on which the Share Delivery Default has been cured. Following the cure of each such Share Delivery Default with respect to such Warrants and Warrant Shares, the accrual of liquidated damages with respect to such Warrants and Warrant Shares will cease. ARTICLE V Transfer Restrictions SECTION 5.01. Restrictions on Transfers of the Warrants and the Warrant Shares. The following restrictions on transfer shall apply to the Warrants and Warrant Shares: (a) No Holder or transferee thereof shall sell, transfer or convey in any manner whatsoever any Warrant or Warrant Shares except in accordance with the terms and provisions of this Agreement. (b) Each Holder may, without the consent of the Company, sell or assign any Warrants or Warrant Shares and the other rights and obligations of such Holder to any Person or any assignee thereof (an "Assignee"). The Assignee shall agree to be bound by the terms of this Agreement and such Warrants pursuant to an assignment and assumption agreement in a form reasonably acceptable to the Company and shall provide: (i) if such Warrants or Warrant Shares are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or Regulation S under the Securities Act or, in the case of the Warrant Shares, pursuant to an effective registration statement under the Securities Act, a certification to that effect (in the form attached to the Warrant Certificate) and, in the case of a transfer pursuant to Rule 144, an opinion of counsel reasonably acceptable to the Company to the effect that such transfer does not require registration under the Securities Act or any other evidence reasonably satisfactory to the Company as to the compliance with the legend set forth in Exhibit B; or (ii) if such Warrants or Warrant Shares are being transferred in reliance on another exemption from the registration requirements of the Securities Act, a certification to that effect (in the form attached to the Warrant Certificate), an opinion of counsel reasonably acceptable to the Company to the effect that such transfer does not require registration under the Securities Act and a representation letter from the transferee in the form of Exhibit C hereto, and effective immediately upon such transfer or assignment, the Assignee shall be deemed a Holder and shall have the rights and obligation of a Holder pursuant to this Agreement. (c) Notwithstanding any other provision contained in this Agreement to the contrary, any Holder may assign all or any portion of the shares of the Put to the Investor (the "Advance Warrants or Warrant Shares Due") and the Investor purchases, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to the Investor held by the Company (the "Open Market Share Purchase") , then the Company shall pay to the Investor, in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (it as defined below). The "Open Market Adjustment Amount" is the amount equal to the excess, if any, of (x) the Investor's total purchase price (including brokerage commissions, if any) for the Open Market Share Purchase minus (y) the net proceeds (after brokerage commissions, if any) received by the Investor from the sale of the Advance Shares Due. The Company shall pay the Open Market Adjustment Amount to the Investor in immediately available funds within two (2) business days of written demand by the Investor. By way of illustration and not in limitation of the foregoing, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000, the Open Market Purchase Adjustment Amount which the Company will be required to pay to the Investor will be $1,000collateral security.

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If on any Settlement Date, the Company fails to cause the delivery of deliver the Shares when dueto be purchased by the Investor, and such failure is not cured within ten (10) Trading Days following the date on which the Investor delivered payment for such Shares, the Company shall pay to the Investor on demand in cash by wire transfer of immediately available funds to an account designated by the Investor the "Make Whole Amount;" provided, however, that in the event that the Company is prevented from delivering Shares in respect of any such Settlement Date in a timely manner by any fact or circumstance that is reasonably within the control of, or directly attributable to, the Investor, then such ten (10) Trading Day period shall be automatically extended until such time as liquidated damages for such failure and not as a penaltyfact or circumstance is cured. As used herein, the Make Whole Amount shall be an amount equal to the sum of (i) the Draw Down Amount actually paid by the Investor in respect of such Shares plus (ii) an amount equal to the actual loss suffered by the Investor in respect of sales to subsequent purchasers, pursuant to transactions entered into before the Settlement Date, of the Shares that were required to be delivered by the Company, which shall be based upon documentation reasonably satisfactory to the Company demonstrating the difference (if greater than zero) between (A) the price per share paid by the Investor to purchase such number of shares of Common Stock necessary for the Investor to meet its share delivery obligations to such subsequent purchasers minus (B) the average Draw Down Discount Price during the applicable Draw Down Pricing Period. In the event that the Make Whole Amount is not paid within two (2) Trading Days following a demand therefor from the Investor, the Make Whole Amount shall accrue interest compounded daily at a rate of five percent (5%) per annum up to and including the date on which the Make Whole Amount is actually paid. Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Company pays the Make Whole Amount (plus interest, if applicable) in respect of any Settlement Date in accordance with this Section 3.10, such payment shall be the Investor's sole remedy in respect of the payment required Company's failure to be paid by the Investor on deliver Shares in respect of such Settlement Date (i.e., the Advance Amount) for the initial 30 days following such date until the Shares have been deliveredDate, and an additional 5% for each additional 30-day period thereafter until the Shares have been delivered. If, by the third (3rd) business day after the Closing Date, the Company fails to deliver any portion of the shares of the Put to the Investor (the "Advance Shares Due") and the Investor purchases, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to the Investor by the Company (the "Open Market Share Purchase") , then the Company shall pay not be obligated to the Investor, in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the amount equal to the excess, if any, of (x) the Investor's total purchase price (including brokerage commissions, if any) for the Open Market Share Purchase minus (y) the net proceeds (after brokerage commissions, if any) received by the Investor from the sale of the Advance Shares Due. The Company shall pay the Open Market Adjustment Amount to the Investor in immediately available funds within two (2) business days of written demand by the Investor. By way of illustration and not in limitation of the foregoing, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000, the Open Market Purchase Adjustment Amount which the Company will be required to pay to the Investor will be $1,000deliver such Shares.

Failure to Deliver Shares. If the Company understands that issues a delay in the issuance of Common Stock could result in economic damage Draw Down Notice to the Investor. If , and the Company fails or its transfer agent shall fail for any reason or for no reason to cause the delivery electronically deliver all of the Shares when duesubject thereto to the Investor on the applicable Settlement Date by crediting the Investor’s or its designees’ account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system in compliance with Section 3.5 of this Agreement, then, in addition to all other remedies available to the Investor, the Company shall pay to the Investor on demand Investor, in cash by wire transfer of immediately available funds to an account designated by the Investor cash, as liquidated partial damages for such failure and not as a penalty, an amount equal to five percent (5%) 2.0% of the payment required to be paid by the Investor on such Settlement Date (i.e., the Advance Amount) for the initial 30 days following such date Settlement Date until the Shares have been delivered, and an additional 52.0% for each additional 30-day period thereafter until the Shares have been delivered, which amount shall be prorated for such periods less than 30 days. IfIn addition to the foregoing, by the third (3rd) business day after the Closing Date, if the Company fails or its transfer agent shall fail for any reason or for no reason to deliver any portion electronically transfer all of the shares of the Put Shares subject to a Draw Down Notice to the Investor on the applicable Settlement Date by crediting the Investor’s or its designees’ account at DTC through its Deposit/Withdrawal at Custodian (the "Advance Shares Due"DWAC) system in compliance with Section 3.5 of this Agreement, and if on or after such applicable Settlement Date the Investor purchases, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to by the Investor in satisfaction of a sale by the Investor of Shares that the Investor anticipated receiving from the Company (the "Open Market Share Purchase") in connection with such Draw Down, then the Company shall pay to the Investorshall, in addition to any other amounts due to the Investor pursuant to this Agreement, within three Trading Days after the PutInvestor’s request, and not pay cash to the Investor in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the an amount equal to the excess, if any, of (x) the Investor's ’s total purchase price (including brokerage commissions, if any) for the Open Market Share Purchase minus Ordinary Shares so purchased, at which point the Company’s obligation to credit such Investor’s or its designee’s account at DTC for such Ordinary Shares shall terminate. All amounts due and payable to the Investor pursuant to this Section 3.6 are hereinafter referred to collectively as the “Make Whole Amount”. If the Make Whole Amount is not paid within two Trading Days following the date when due hereunder, the Make Whole Amount shall accrue annual interest (yon the basis of the 365 day year) compounded daily at a rate equal to the greater of (i) the net proceeds (after brokerage commissions, if any) received prime rate of interest then in effect as published by the Investor from Wall Street Journal plus 3.0% and (ii) 10.0%, up to and including the sale of date on which the Advance Shares DueMake Whole Amount is actually paid. The Company shall pay not issue a Draw Down Notice to the Open Market Adjustment Amount Investor until the Make Whole Amount, plus all accrued interest, has been paid to the Investor in immediately available funds within two (2) business days of written demand by the Investor. By way of illustration and not in limitation of the foregoing, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000, the Open Market Purchase Adjustment Amount which the Company will be required to pay to the Investor will be $1,000full.

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If on any Settlement Date, the Company fails to take all actions within the reasonable control of the Company to cause the delivery of the Shares when duepurchased by the Investor, and such failure is not cured within two (2) Trading Days following such Settlement Date, the Company shall pay to the Investor on demand in cash by wire transfer of immediately available funds to an account designated by the Investor the “Make Whole Amount;” provided, however, that in the event that the Company is prevented from delivering Shares in respect of any such Settlement Date in a timely manner by any fact or circumstance that is reasonably within the control of, or directly attributable to, the Investor, then such two (2) Trading Day period shall be automatically extended until such time as liquidated damages for such failure and not as a penaltyfact or circumstance is cured. As used herein, the Make Whole Amount shall be an amount equal to five percent the sum of (5%i) of the payment required to be Draw Down Amount actually paid by the Investor on in respect of such Shares plus (ii) an amount equal to the actual loss suffered by the Investor in respect of sales to subsequent purchasers, pursuant to transactions entered into before the Settlement Date (i.e.Date, the Advance Amount) for the initial 30 days following such date until of the Shares have been delivered, and an additional 5% for each additional 30-day period thereafter until the Shares have been delivered. If, that were required to be delivered by the third (3rd) business day after the Closing DateCompany, which shall be based upon documentation reasonably satisfactory to the Company fails to deliver any portion of demonstrating the shares of difference (if greater than zero) between (A) the Put to price per share paid by the Investor (the "Advance Shares Due") and the Investor purchases, in an open market transaction or otherwise, to purchase such number of shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to for the Investor by the Company to meet its share delivery obligations to such subsequent purchasers minus (the "Open Market Share Purchase") , then the Company shall pay to the Investor, in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the amount equal to the excess, if any, of (xB) the Investor's total purchase price (including brokerage commissions, if any) for average Draw Down Discount Price during the Open Market Share Purchase minus (y) applicable Draw Down Pricing Period. In the net proceeds (after brokerage commissions, if any) received by event that the Investor from the sale of the Advance Shares Due. The Company shall pay the Open Market Adjustment Make Whole Amount to the Investor in immediately available funds is not paid within two (2) business days of written Trading Days following a demand by therefor from the Investor, the Make Whole Amount shall accrue interest compounded daily at a rate of LIBOR plus 300 basis points, per annum up to and including the date on which the Make Whole Amount is actually paid. By way Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Company pays the Make Whole Amount (plus interest, if applicable) in respect of illustration and not any Settlement Date in limitation accordance with this Section 3.07, such payment shall be the Investor’s sole remedy in respect of the foregoingCompany’s failure to deliver Shares in respect of such Settlement Date, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000, the Open Market Purchase Adjustment Amount which and the Company will shall not be required obligated to pay to the Investor will be $1,000deliver such Shares.

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If on any Settlement Date, the Company fails to cause the delivery of deliver the Shares when duepurchased by the Investor, and such failure is not cured within ten (10) Trading Days following the date on which the Investor delivered payment for such Shares, the Company shall pay to the Investor on demand in cash by wire transfer of immediately available funds to an account designated by the Investor the “Make Whole Amount;” provided, however, that in the event that the Company is prevented from delivering Shares in respect of any such Settlement Date in a timely manner by any fact or circumstance that is reasonably within the control of, or directly attributable to, the Investor, then such ten (10) Trading Day period shall be automatically extended until such time as liquidated damages for such failure and not as a penaltyfact or circumstance is cured. As used herein, the Make Whole Amount shall be an amount equal to the sum of (i) the Draw Down Amount actually paid by the Investor in respect of such Shares plus (ii) an amount equal to the actual loss suffered by the Investor in respect of sales to subsequent purchasers, pursuant to transactions entered into before the Settlement Date, of the Shares that were required to be delivered by the Company, which shall be based upon documentation reasonably satisfactory to the Company demonstrating the difference (if greater than zero) between (A) the price per share paid by the Investor to purchase such number of shares of Common Stock necessary for the Investor to meet its share delivery obligations to such subsequent purchasers minus (B) the average Draw Down Discount Price during the applicable Draw Down Pricing Period. In the event that the Make Whole Amount is not paid within two (2) Trading Days following a demand therefor from the Investor, the Make Whole Amount shall accrue interest compounded daily at a rate of five percent (5%) per annum up to and including the date on which the Make Whole Amount is actually paid. Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Company pays the Make Whole Amount (plus interest, if applicable) in respect of any Settlement Date in accordance with this Section 3.09, such payment shall be the Investor’s sole remedy in respect of the payment required Company’s failure to be paid by the Investor on deliver Shares in respect of such Settlement Date (i.e., the Advance Amount) for the initial 30 days following such date until the Shares have been deliveredDate, and an additional 5% for each additional 30-day period thereafter until the Shares have been delivered. If, by the third (3rd) business day after the Closing Date, the Company fails to deliver any portion of the shares of the Put to the Investor (the "Advance Shares Due") and the Investor purchases, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to the Investor by the Company (the "Open Market Share Purchase") , then the Company shall pay not be obligated to the Investor, in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the amount equal to the excess, if any, of (x) the Investor's total purchase price (including brokerage commissions, if any) for the Open Market Share Purchase minus (y) the net proceeds (after brokerage commissions, if any) received by the Investor from the sale of the Advance Shares Due. The Company shall pay the Open Market Adjustment Amount to the Investor in immediately available funds within two (2) business days of written demand by the Investor. By way of illustration and not in limitation of the foregoing, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000, the Open Market Purchase Adjustment Amount which the Company will be required to pay to the Investor will be $1,000deliver such Shares.

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If the Company fails shall fail for any reason or for no reason to cause issue to a Purchaser a certificate (or book entry notation, as applicable) without such legend or any other legend to the delivery holder of the applicable Shares when dueor Warrant Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the DTC within two (2) Trading Days after receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to such Purchaser, (i) the Company shall pay to the Investor on demand a Purchaser, in cash by wire transfer of immediately available funds to an account designated by the Investor cash, (i) as partial liquidated damages for such failure and not as a penalty, an amount equal for each $1,000 of Shares or Warrant Shares (based on the Closing Bid Price of the Common Stock on the date such Securities are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section 4.1(c), $10 per Trading Day (increasing to $20 per Trading Day five percent (5%) of the payment required Trading Days after such damages have begun to be paid by the Investor on such Settlement Date (i.e., the Advance Amountaccrue) for each Trading Day after the initial 30 days Legend Removal Date and (ii) until such certificate is delivered without a legend if on or after the Trading Day immediately following such date until the Shares have been deliveredtwo (2) Trading Day period, and an additional 5% for each additional 30-day period thereafter until the Shares have been delivered. If, by the third such Purchaser purchases (3rd) business day after the Closing Date, the Company fails to deliver any portion of the shares of the Put to the Investor (the "Advance Shares Due") and the Investor purchases, in an open market transaction or otherwise, ) shares of Common Stock necessary to make delivery deliver in satisfaction of a sale by the holder of shares which would have been delivered if the full amount of the shares to be delivered to the Investor by Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend (the "Open Market Share Purchase") a “Buy-In”), then the Company shall shall, within two (2) Trading Days after such Purchaser’s request and in such Purchaser’s sole discretion, either (i) pay cash to the Investor, Purchaser in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the an amount equal to the excess, if any, of (x) the Investor's such Purchaser’s total purchase price (including brokerage commissions, if any) for the Open Market Share Purchase minus (y) the net proceeds (after brokerage commissions, if any) received by the Investor from the sale of the Advance Shares Due. The Company shall pay the Open Market Adjustment Amount to the Investor in immediately available funds within two (2) business days of written demand by the Investor. By way of illustration and not in limitation of the foregoing, if the Investor purchases shares of Common Stock having so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (or make such book entry notation, as applicable) (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a total purchase price certificate or certificates (including brokerage commissionsor make such book entry notation, as applicable) of $11,000 to cover an Open Market Purchase with respect to representing such shares of Common Stock it sold for net proceeds of $10,000, the Open Market Purchase Adjustment Amount which the Company will be required to and pay cash to the Investor will be $1,000Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock, times (b) the Closing Bid Price on the Deadline Date.

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If on any Settlement Date, the Company fails to take all actions within the reasonable control of the Company (other than such actions and events occurring as a result of any delay, failure in performance or interruption of service, resulting directly or indirectly from events or occurrences that are beyond the Company’s control) to cause the delivery of the Shares when duepurchased by the Investor, and such failure is not cured within ten (10) Trading Days following such Settlement Date, the Company shall pay to the Investor on demand in cash by wire transfer of immediately available funds to an account designated by the Investor the “Make Whole Amount;” provided, however, that in the event that the Company is prevented from delivering Shares in respect of any such Settlement Date in a timely manner by any fact or circumstance that is reasonably within the control of, or directly attributable to, the Investor, then such ten (10) Trading Day period shall be automatically extended until such time as liquidated damages for such failure and not as a penaltyfact or circumstance is cured. As used herein, the Make Whole Amount shall be an amount equal to the sum of (i) the Draw Down Amount actually paid by the Investor in respect of such Shares plus (ii) an amount equal to the actual loss suffered by the Investor in respect of sales to subsequent purchasers, pursuant to transactions entered into before the Settlement Date, of the Shares that were required to be delivered by the Company, which shall be based upon documentation reasonably satisfactory to the Company demonstrating the difference (if greater than zero) between (A) the price per share paid by the Investor to purchase such number of shares of Common Stock necessary for the Investor to meet its share delivery obligations to such subsequent purchasers minus (B) the average Draw Down Discount Price during the applicable Draw Down Pricing Period. In the event that the Make Whole Amount is not paid within two (2) Trading Days following a demand therefor from the Investor, the Make Whole Amount shall accrue interest compounded daily at a rate of five percent (5%) per annum up to and including the date on which the Make Whole Amount is actually paid. Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Company pays the Make Whole Amount (plus interest, if applicable) in respect of any Settlement Date in accordance with this Section 3.7, such payment shall be the Investor’s sole remedy in respect of the payment required Company’s failure to be paid by the Investor on deliver Shares in respect of such Settlement Date (i.e., the Advance Amount) for the initial 30 days following such date until the Shares have been deliveredDate, and an additional 5% for each additional 30-day period thereafter until the Shares have been delivered. If, by the third (3rd) business day after the Closing Date, the Company fails to deliver any portion of the shares of the Put to the Investor (the "Advance Shares Due") and the Investor purchases, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to the Investor by the Company (the "Open Market Share Purchase") , then the Company shall pay not be obligated to the Investor, in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the amount equal to the excess, if any, of (x) the Investor's total purchase price (including brokerage commissions, if any) for the Open Market Share Purchase minus (y) the net proceeds (after brokerage commissions, if any) received by the Investor from the sale of the Advance Shares Due. The Company shall pay the Open Market Adjustment Amount to the Investor in immediately available funds within two (2) business days of written demand by the Investor. By way of illustration and not in limitation of the foregoing, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000, the Open Market Purchase Adjustment Amount which the Company will be required to pay to the Investor will be $1,000deliver such Shares.

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If on any Settlement Date, the Company fails to cause the delivery of the Shares when duepurchased by the Investor, and such failure is not cured within two (2) Trading Days following such Settlement Date, the Company shall pay to the Investor on demand in cash by wire transfer of immediately available funds to an account designated by the Investor the “Make Whole Amount;” provided, however, that in the event that the Company is prevented from delivering Shares in respect of any such Settlement Date in a timely manner by any fact or circumstance that is not reasonably within the control of, or directly attributable to, the Company, or is otherwise reasonably within the control of, or directly attributable to, the Investor, then such two (2) Trading Day period shall be automatically extended until such time as liquidated damages for such failure and not as a penaltyfact or circumstance is cured. As used herein, the Make Whole Amount shall be an amount equal to five percent the sum of (5%i) of the payment required to be Draw Down Amount actually paid by the Investor on in respect of such Shares plus (ii) an amount equal to the actual loss suffered by the Investor in respect of sales to subsequent purchasers, pursuant to transactions entered into before the Settlement Date (i.e.Date, the Advance Amount) for the initial 30 days following such date until of the Shares have been delivered, and an additional 5% for each additional 30-day period thereafter until the Shares have been delivered. If, that were required to be delivered by the third (3rd) business day after the Closing DateCompany, which shall be based upon documentation reasonably satisfactory to the Company fails to deliver any portion of demonstrating the shares of difference (if greater than zero) between (A) the Put to price per share paid by the Investor (the "Advance Shares Due") and the Investor purchases, in an open market transaction or otherwise, to purchase such number of shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to for the Investor by the Company to meet its share delivery obligations to such subsequent purchasers minus (the "Open Market Share Purchase") , then the Company shall pay to the Investor, in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the amount equal to the excess, if any, of (xB) the Investor's total purchase price (including brokerage commissions, if any) for average Draw Down Discount Price during the Open Market Share Purchase minus (y) applicable Draw Down Pricing Period. In the net proceeds (after brokerage commissions, if any) received by event that the Investor from the sale of the Advance Shares Due. The Company shall pay the Open Market Adjustment Make Whole Amount to the Investor in immediately available funds is not paid within two (2) business days Trading Days following a demand therefor from the Investor, the Make Whole Amount shall accrue interest per annum compounded daily at a rate equal to the greater of written demand (i) the prime rate of interest then in effect as published by the InvestorWall Street Journal plus three percent (3%) and (ii) ten percent (10%) up to and including the date on which the Make Whole Amount is actually paid. By way For the purposes of illustration and not in limitation this Section 3.7 facts or circumstances that are reasonably within the control of the foregoingCompany include such facts and circumstances attributable to acts or omissions of the Company, its officers, directors, employees, agents and representatives, including, without limitation, any transfer agent(s), accountant(s) and/or attorney(s) engaged by the Company in connection with the Company’s performance of its obligations hereunder. Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Company pays the Make Whole Amount (plus interest, if applicable) in respect of any Settlement Date in accordance with this Section 3.7, such payment shall be the Investor purchases shares Investor’s sole remedy in respect of Common Stock having a total purchase price (including brokerage commissions) the Company’s failure to deliver Shares in respect of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000such Settlement Date, the Open Market Purchase Adjustment Amount which and the Company will shall not be required obligated to pay to the Investor will be $1,000deliver such Shares.

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If on any Settlement Date, the Company fails to cause the delivery of deliver the Shares when duepurchased by the Investor, and such failure is not cured within three (3) Trading Days following such Settlement Date, the Company shall pay to the Investor on demand in cash by wire transfer of immediately available funds to an account designated by the Investor the “Make Whole Amount;” provided, however, that in the event that the Company is prevented from delivering Shares in respect of any such Settlement Date in a timely manner by any fact or circumstance that is reasonably within the control of, or directly attributable to, the Investor, then such three (3) Trading Day period shall be automatically extended until such time as liquidated damages for such failure and not as a penaltyfact or circumstance is cured. As used herein, the Make Whole Amount shall be an amount equal to the sum of (i) the Draw Down Amount actually paid by the Investor in respect of such Shares plus (ii) an amount equal to the actual loss suffered by the Investor in respect of sales to subsequent purchasers, pursuant to transactions entered into before the Settlement Date, of the Shares that were required to be delivered by the Company, which shall be based upon documentation reasonably satisfactory to the Company demonstrating the difference (if greater than zero) between (A) the price per share paid by the Investor to purchase such number of shares of Common Stock necessary for the Investor to meet its share delivery obligations to such subsequent purchasers minus (B) the average Draw Down Discount Price during the applicable Draw Down Pricing Period. In the event that the Make Whole Amount is not paid within three (3) Trading Days following a demand therefor from the Investor, the Make Whole Amount shall accrue interest compounded daily at a rate of five percent (5%) per annum up to and including the date on which the Make Whole Amount is actually paid. Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Company pays the Make Whole Amount (plus interest, if applicable) in respect of any Settlement Date in accordance with this Section 3.07, such payment shall be the Investor’s sole remedy in respect of the payment required Company’s failure to be paid by the Investor on deliver Shares in respect of such Settlement Date (i.e., the Advance Amount) for the initial 30 days following such date until the Shares have been deliveredDate, and an additional 5% for each additional 30-day period thereafter until the Shares have been delivered. If, by the third (3rd) business day after the Closing Date, the Company fails to deliver any portion of the shares of the Put to the Investor (the "Advance Shares Due") and the Investor purchases, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to the Investor by the Company (the "Open Market Share Purchase") , then the Company shall pay not be obligated to the Investor, in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the amount equal to the excess, if any, of (x) the Investor's total purchase price (including brokerage commissions, if any) for the Open Market Share Purchase minus (y) the net proceeds (after brokerage commissions, if any) received by the Investor from the sale of the Advance Shares Due. The Company shall pay the Open Market Adjustment Amount to the Investor in immediately available funds within two (2) business days of written demand by the Investor. By way of illustration and not in limitation of the foregoing, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000, the Open Market Purchase Adjustment Amount which the Company will be required to pay to the Investor will be $1,000deliver such Shares.

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If the Company fails to cause the delivery of the Shares when due, the Company shall pay to the Investor on demand in cash by wire transfer of immediately available funds to an account designated by the Investor as liquidated damages a fee for such failure and not as a penalty, an amount equal to five eighteen percent (5%) of the payment required to be paid by the Investor on such Settlement Date (i.e., the Advance Amount) for the initial 30 thirty days following such date until the Shares have been delivered, and an additional 5% five percent for each additional 30-thirty day period thereafter until the Shares have been delivered. If, by the third (3rd) business day after the Closing Date, the Company fails to deliver any portion of the shares of the Put to the Investor (the "Advance Shares Due") and the Investor purchases, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to the Investor by the Company (the "Open Market Share Purchase") , then the Company shall pay to the Investor, in addition to any other amounts due to Investor pursuant to the PutAdvance, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the amount equal to the excess, if any, of (x) the Investor's total purchase price (including brokerage commissions, if any) for the Open Market Share Purchase minus (y) the net proceeds (after brokerage commissions, if any) received by the Investor from the sale of the Advance Shares Due. The Company shall pay the Open Market Adjustment Amount to the Investor in immediately available funds within two (2) business days of written demand by the Investor. By way of illustration and not in limitation of the foregoing, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 eleven thousand dollars to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000ten thousand dollars, the Open Market Purchase Adjustment Amount which the Company will be required to pay to the Investor will be $1,000one thousand dollars.

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If on any Settlement Date, the Company fails to cause the delivery of the Shares when duepurchased by the Investor, and such failure is not cured within two (2) Trading Days following such Settlement Date, the Company shall pay to the Investor on demand in cash by wire transfer of immediately available funds to an account designated by the Investor the “Make Whole Amount;” provided, however, that in the event that the Company is prevented from delivering Shares in respect of any such Settlement Date in a timely manner by any fact or circumstance that is not reasonably within the control of, or directly attributable to, the Company, or is otherwise reasonably within the control of, or directly attributable to, the Investor, then such two (2) Trading Day period shall be automatically extended until such time as liquidated damages for such failure and not as a penaltyfact or circumstance is cured. As used herein, the Make Whole Amount shall be an amount equal to five percent the sum of (5%i) of the payment required to be Draw Down Amount actually paid by the Investor on in respect of such Shares plus (ii) an amount equal to the actual loss suffered by the Investor in respect of sales to subsequent purchasers, pursuant to transactions entered into before the Settlement Date (i.e.Date, the Advance Amount) for the initial 30 days following such date until of the Shares have been delivered, and an additional 5% for each additional 30-day period thereafter until the Shares have been delivered. If, that were required to be delivered by the third (3rd) business day after the Closing DateCompany, which shall be based upon documentation reasonably satisfactory to the Company fails to deliver any portion of demonstrating the shares of difference (if greater than zero) between (A) the Put to price per share paid by the Investor (the "Advance Shares Due") and the Investor purchases, in an open market transaction or otherwise, to purchase such number of shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to for the Investor by the Company to meet its share delivery obligations to such subsequent purchasers minus (the "Open Market Share Purchase") , then the Company shall pay to the Investor, in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the amount equal to the excess, if any, of (xB) the Investor's total purchase price (including brokerage commissions, if any) for average Draw Down Discount Price during the Open Market Share Purchase minus (y) applicable Draw Down Pricing Period. In the net proceeds (after brokerage commissions, if any) received by event that the Investor from the sale of the Advance Shares Due. The Company shall pay the Open Market Adjustment Make Whole Amount to the Investor in immediately available funds is not paid within two (2) business days Trading Days following a demand therefor from the Investor, the Make Whole Amount shall accrue interest per annum compounded daily at a rate equal to the greater of written demand (i) the prime rate of interest then in effect as published by the InvestorWall Street Journal plus three percent (3%) and (ii) ten percent (10%) up to and including the date on which the Make Whole Amount is actually paid. By way For the purposes of illustration and not in limitation this Section 3.7 facts or circumstances that are reasonably within the control of the foregoingCompany include such facts and circumstances solely attributable to acts or omissions of the Company, its officers, directors, employees, agents and representatives, including, without limitation, any transfer agent(s), accountant(s) and/or attorney(s) engaged by the Company in connection with the Company’s performance of its obligations hereunder. Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Company pays the Make Whole Amount (plus interest, if applicable) in respect of any Settlement Date in accordance with this Section 3.7, such payment shall be the Investor purchases shares Investor’s sole remedy in respect of Common Stock having a total purchase price (including brokerage commissions) the Company’s failure to deliver Shares in respect of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000such Settlement Date, the Open Market Purchase Adjustment Amount which and the Company will shall not be required obligated to pay to the Investor will be $1,000deliver such Shares.

Failure to Deliver Shares. If the Company understands that issues a delay in the issuance of Common Stock could result in economic damage Draw Down Notice to the Investor. If , and the Company fails or its transfer agent shall fail for any reason or for no reason to cause the delivery electronically deliver all of the Shares when duesubject thereto to the Investor on the applicable Settlement Date by crediting the Investor's or its designees' account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system in compliance with Section 3.5 of this Agreement, then, in addition to all other remedies available to the Investor, the Company shall pay to the Investor on demand Investor, in cash by wire transfer of immediately available funds to an account designated by the Investor cash, as liquidated partial damages for such failure and not as a penalty, an amount equal to five percent (5%) 2.0% of the payment required to be paid by the Investor on such Settlement Date (i.e., the Advance Amount) for the initial 30 days following such date Settlement Date until the Shares have been delivered, and an additional 52.0% for each additional 30-day period thereafter until the Shares have been delivered, which amount shall be prorated for such periods less than 30 days. IfIn addition to the foregoing, by the third (3rd) business day after the Closing Date, if the Company fails or its transfer agent shall fail for any reason or for no reason to deliver any portion electronically transfer all of the shares of the Put Shares subject to a Draw Down Notice to the Investor on the applicable Settlement Date by crediting the Investor's or its designees' account at DTC through its Deposit/Withdrawal at Custodian (the "Advance Shares Due"DWAC) system in compliance with Section 3.5 of this Agreement, and if on or after such applicable Settlement Date the Investor purchases, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to by the Investor in satisfaction of a sale by the Investor of Shares that the Investor anticipated receiving from the Company (the "Open Market Share Purchase") in connection with such Draw Down, then the Company shall pay to the Investorshall, in addition to any other amounts due to the Investor pursuant to this Agreement, within three Trading Days after the PutInvestor's request, and not pay cash to the Investor in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the an amount equal to the excess, if any, of (x) the Investor's total purchase price (including brokerage commissions, if any) for the Open Market Share Purchase minus Shares so purchased, at which point the Company's obligation to credit such Investor's or its designee's account at DTC for such Shares shall terminate. All amounts due and payable to the Investor pursuant to this Section 3.6 are hereinafter referred to collectively as the "MAKE WHOLE AMOUNT". If the Make Whole Amount is not paid within two Trading Days following the date when due hereunder, the Make Whole Amount shall accrue annual interest (yon the basis of the 365 day year) compounded daily at a rate equal to the greater of (i) the net proceeds (after brokerage commissions, if any) received prime rate of interest then in effect as published by the Investor from Wall Street Journal plus 3.0% and (ii) 10.0%, up to and including the sale of date on which the Advance Shares DueMake Whole Amount is actually paid. The Company shall pay not issue a Draw Down Notice to the Open Market Adjustment Amount Investor until the Make Whole Amount, plus all accrued interest, has been paid to the Investor in immediately available funds within two (2) business days of written demand by the Investor. By way of illustration and not in limitation of the foregoing, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000, the Open Market Purchase Adjustment Amount which the Company will be required to pay to the Investor will be $1,000full.

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If the Company fails on any Settlement Date to take all actions within its reasonable control to cause the delivery of the Shares when duepurchased by the Investor, and such failure is not cured within two (2) Trading Days following such Settlement Date, the Company shall pay to the Investor on demand in cash by wire transfer of immediately available funds to an account designated by the Investor the “Make Whole Amount;” provided, however, that in the event that the Company is prevented from delivering Shares in respect of any such Settlement Date in a timely manner by any fact or circumstance that is reasonably within the control of, or directly attributable to, the Investor, then such two (2) Trading Day period shall be automatically extended until such time as liquidated damages for such failure and not as a penaltyfact or circumstance is cured. As used herein, the Make Whole Amount shall be an amount equal to five percent the sum of (5%i) of the payment required to be Draw Down Amount actually paid by the Investor on in respect of such Shares plus (ii) an amount equal to the actual loss suffered by the Investor in respect of sales to subsequent purchasers, pursuant to transactions entered into before the Settlement Date (i.e.Date, the Advance Amount) for the initial 30 days following such date until of the Shares have been delivered, and an additional 5% for each additional 30-day period thereafter until the Shares have been delivered. If, that were required to be delivered by the third (3rd) business day after the Closing DateCompany, which shall be based upon documentation reasonably satisfactory to the Company fails to deliver any portion of demonstrating the shares of difference (if greater than zero) between (A) the Put to price per share paid by the Investor (the "Advance Shares Due") and the Investor purchases, in an open market transaction or otherwise, to purchase such number of shares of Common Stock necessary for the Investor to make meet its share delivery obligations to such subsequent purchasers minus (B) the average Draw Down Discount Price during the applicable Draw Down Pricing Period. In the event that the Make Whole Amount is not paid within three (3) Trading Days following a demand therefor from the Investor, the Make Whole Amount shall accrue interest compounded daily at a rate of shares LIBOR plus 300 basis points per annum, up to and including the date on which would have been delivered the Make Whole Amount is actually paid. Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Company pays the Make Whole Amount (plus interest, if applicable) in respect of any Settlement Date in accordance with this Section 3.07, such payment shall be the full amount Investor’s sole remedy in respect of the shares Company’s failure to be delivered to the Investor by the Company (the "Open Market Share Purchase") deliver Shares in respect of such Settlement Date, then and the Company shall pay not be obligated to the Investor, in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the amount equal to the excess, if any, of (x) the Investor's total purchase price (including brokerage commissions, if any) for the Open Market Share Purchase minus (y) the net proceeds (after brokerage commissions, if any) received by the Investor from the sale of the Advance Shares Due. The Company shall pay the Open Market Adjustment Amount to the Investor in immediately available funds within two (2) business days of written demand by the Investor. By way of illustration and not in limitation of the foregoing, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000, the Open Market Purchase Adjustment Amount which the Company will be required to pay to the Investor will be $1,000deliver such Shares.

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If the Company fails to cause the delivery of the Shares when due, the Company shall pay to the Investor on demand in cash by wire transfer of immediately available funds to an account designated by the Investor as liquidated damages a fee for such failure and not as a penalty, an amount equal to five eighteen percent (5%) of the payment required to be paid by the Investor on such Settlement Date (i.e., the Advance Put Amount) for the initial 30 thirty days following such date until the Shares have been delivered, and an additional 5% five percent for each additional 30-thirty day period thereafter until the Shares have been delivered. If, by the third (3rd) business day after the Closing Date, the Company fails to deliver any portion of the shares of the Put to the Investor (the "Advance Put Shares Due") and the Investor purchases, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to the Investor by the Company (the "Open Market Share Purchase") , then the Company shall pay to the Investor, in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the amount equal to the excess, if any, of (x) the Investor's total purchase price (including brokerage commissions, if any) for the Open Market Share Purchase minus (y) the net proceeds (after brokerage commissions, if any) received by the Investor from the sale of the Advance Put Shares Due. The Company shall pay the Open Market Adjustment Amount to the Investor in immediately available funds within two (2) business days of written demand by the Investor. By way of illustration and not in limitation of the foregoing, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 eleven thousand dollars to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000ten thousand dollars, the Open Market Purchase Adjustment Amount which the Company will be required to pay to the Investor will be $1,000one thousand dollars.

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If on any Settlement Date, the Company fails to take all actions within the reasonable control of the Company to cause the delivery of the Shares when duepurchased by the Investor, and such failure is not cured within two (2) Trading Days following such Settlement Date, the Company shall pay to the Investor on demand in cash by wire transfer of immediately available funds to an account designated by the Investor the “Make Whole Amount;” provided, however, that in the event that the Company is prevented from delivering Shares in respect of any such Settlement Date in a timely manner by any fact or circumstance that is not reasonably within the control of, or directly attributable to, the Company, or is otherwise reasonably within the control of, or directly attributable to, the Investor, then such two (2) Trading Day period shall be automatically extended until such time as liquidated damages for such failure and not as a penaltyfact or circumstance is cured. As used herein, the Make Whole Amount shall be an amount equal to five percent the sum of (5%i) of the payment required to be Draw Down Amount actually paid by the Investor on in respect of such Shares plus (ii) an amount equal to the actual loss suffered by the Investor in respect of sales to subsequent purchasers, pursuant to transactions entered into before the Settlement Date (i.e.Date, the Advance Amount) for the initial 30 days following such date until of the Shares have been delivered, and an additional 5% for each additional 30-day period thereafter until the Shares have been delivered. If, that were required to be delivered by the third (3rd) business day after the Closing DateCompany, which shall be based upon documentation reasonably satisfactory to the Company fails to deliver any portion of demonstrating the shares of difference (if greater than zero) between (A) the Put to price per share paid by the Investor (the "Advance Shares Due") and the Investor purchases, in an open market transaction or otherwise, to purchase such number of shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to for the Investor by the Company to meet its share delivery obligations to such subsequent purchasers minus (the "Open Market Share Purchase") , then the Company shall pay to the Investor, in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the amount equal to the excess, if any, of (xB) the Investor's total purchase price (including brokerage commissions, if any) for average Draw Down Discount Price during the Open Market Share Purchase minus (y) applicable Draw Down Pricing Period. In the net proceeds (after brokerage commissions, if any) received by event that the Investor from the sale of the Advance Shares Due. The Company shall pay the Open Market Adjustment Make Whole Amount to the Investor in immediately available funds is not paid within two (2) business days Trading Days following a demand therefor from the Investor, the Make Whole Amount shall accrue interest compounded daily at a rate equal to the greater of written demand (i) the prime rate of interest then in effect as published by the InvestorWall Street Journal plus three percent (3%) and (ii) ten percent (10%), up to and including the date on which the Make Whole Amount is actually paid. By way For the purposes of illustration and not in limitation this Section 3.7, facts or circumstances that are reasonably within the control of the foregoingCompany include such facts and circumstances solely attributable to acts or omissions of the Company, its officers, directors, employees, agents and representatives, including, without limitation, any transfer agent(s), accountant(s) and/or attorney(s) engaged by the Company in connection with the Company’s performance of its obligations hereunder. Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Company pays the Make Whole Amount (plus interest, if applicable) in respect of any Settlement Date in accordance with this Section 3.7, such payment shall be the Investor purchases shares Investor’s sole remedy in respect of Common Stock having a total purchase price (including brokerage commissions) the Company’s failure to deliver Shares in respect of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000such Settlement Date, the Open Market Purchase Adjustment Amount which and the Company will shall not be required obligated to pay to the Investor will be $1,000deliver such Shares.

Failure to Deliver Shares. Company understands that a delay in the issuance of Common Stock could result in economic damage to the Investor. If on any Settlement Date, the Company fails to cause the delivery of deliver the Shares when dueto be purchased by the Investor, and such failure is not cured within ten (10) Trading Days following the date on which the Investor delivered payment for such Shares, the Company shall pay to the Investor on demand in cash by wire transfer of immediately available funds to an account designated by the Investor the "Make Whole Amount;" provided, however, that in the event that the Company is prevented from delivering Shares in respect of any such Settlement Date in a timely manner by any fact or circumstance that is reasonably within the control of, or directly attributable to, the Investor, then such ten (10) Trading Day period shall be automatically extended until such time as liquidated damages for such failure and not as a penaltyfact or circumstance is cured. As used herein, the Make Whole Amount shall be an amount equal to the sum of (i) the Draw Down Amount actually paid by the Investor in respect of such Shares plus (ii) an amount equal to the actual loss suffered by the Investor in respect of sales to subsequent purchasers, pursuant to transactions entered into before the Settlement Date, of the Shares that were required to be delivered by the Company, which shall be based upon documentation reasonably satisfactory to the Company demonstrating the difference (if greater than zero) between (A) the price per share paid by the Investor to purchase such number of shares of Common Stock necessary for the Investor to meet its share delivery obligations to such subsequent purchasers minus (B) the average Draw Down Discount Price during the applicable Draw Down Pricing Period. In the event that the Make Whole Amount is not paid within two (2) Trading Days following a demand therefor from the Investor, the Make Whole Amount shall accrue interest compounded daily at a rate of five percent (5%) per annum up to and including the date on which the Make Whole Amount is actually paid. Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Company pays the Make Whole Amount (plus interest, if applicable) in respect of any Settlement Date in accordance with this Section 3.10, such payment shall be the Investor's sole remedy in respect of the payment required Company's failure to be paid by the Investor on deliver Shares in respect of such Settlement Date (i.e., the Advance Amount) for the initial 30 days following such date until the Shares have been delivered, and an additional 5% for each additional 30-day period thereafter until the Shares have been delivered. If, by the third (3rd) business day after the Closing Date, the Company fails shall not be obligated to deliver any portion of the shares of the Put to the Investor (the "Advance such Shares Due") and the Investor purchases, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to the Investor by the Company (the "Open Market Share Purchase") , then the Company shall pay not be deemed to the Investor, be in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the amount equal to the excess, if any, breach of (x) the Investor's total purchase price (including brokerage commissions, if any) for the Open Market Share Purchase minus (y) the net proceeds (after brokerage commissions, if any) received by the Investor from the sale of the Advance Shares Due. The Company shall pay the Open Market Adjustment Amount its obligations to the Investor in immediately available funds within two (2) business days of written demand connection with the failure by the Investor. By way of illustration and not in limitation of the foregoing, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 Company to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000, the Open Market Purchase Adjustment Amount which the Company will be required to pay deliver Shares to the Investor will be $1,000on a Settlement Date.