Common use of Payments by the Company Clause in Contracts

Payments by the Company. If the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not effective by ninety (90) days following the initial Closing Date (the "Required Effective Date") (except as provided by the last sentence of section 2a), then the Company will make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). The amount to be paid by the Company to the Initial Investor shall be determined as of each Computation Date, and such amount shall be equal to one (1%) percent of the purchase price paid by the Initial Investor for all Debentures then purchased and outstanding pursuant to the Securities Purchase Agreement for any period from the Required Effective Date to the first Computation Date, two (2%) percent to the next Computation Date and three (3%) percent to each Computation Date thereafter, until the Registration Statement is declared effective by the SEC (the "Periodic Amount"). The full Periodic Amount shall be paid by the Company in immediately available funds within three business days after each Computation Date. Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the effectiveness of the Registration Statement occurs because of an act of, or a failure to act or to act timely by the Initial Investor or its counsel or the SEC, or in the event all of the Registrable Securities may be sold pursuant to Rule 144 or another available exemption under the Act. As used in this Section 2(b), the following terms shall have the following meanings:

Payments by the Company. (i) If the Registration Statement covering the Registrable Securities required to be is not filed in proper form with the SEC by the Company pursuant to Section 2(a) hereof Required Filing Date, or is not effective by ninety (90) days following the initial Closing Date (the "relevant Required Effective Date or if there is a Restricted Sale Date") (except as provided by the last sentence of section 2a), then the Company will make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). . (ii) The amount (the "Periodic Amount") to be paid by the Company to the Initial Investor shall be determined as of each Computation Date, Date (as defined below) and such amount shall be equal to one the Periodic Amount Percentage (1%as defined below) percent of the purchase price paid by the Initial Investor Purchase Price for all Debentures then purchased and outstanding pursuant to for the Securities Purchase Agreement for any period from the date following the relevant Required Filing Date or the Required Effective Date or a Restricted Sale Date, as the case may be, to the first relevant Computation Date, and thereafter to each subsequent Computation Date. The "Periodic Amount Percentage" means (A) two percent (2%) percent to of the next Purchase Price of all Debentures for the first Computation Date after the relevant Required Filing Date, Required Effective Date or Restricted Sale Date, as the case may be: and three (3B) two percent (2%) percent of the Purchase Price of all Debentures to each Computation Date thereafter. Anything in the preceding provisions of this paragraph (iii) to the contrary notwithstanding, until after the relevant Effective Date the Purchase Price shall be deemed to refer to the sum of (X) the principal amount of all Debentures not yet converted and (Y) the Held Shares Value. By way of illustration and not in limitation of the foregoing, if the Registration Statement is filed on or before the Required Filing Date, but is not declared effective by until two hundred (200) days after the SEC (Closing Date, the "Periodic Amount"). The full Periodic Amount shall be paid by the Company in immediately available funds within three business days after each Computation Date. Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the effectiveness will aggregate six percent (6%) of the Registration Statement occurs because of an act of, or a failure to act or to act timely by the Initial Investor or its counsel or the SEC, or in the event all Purchase Price of the Registrable Securities may be sold pursuant to Rule 144 or another available exemption under the Act. As used in this Section 2(bDebentures theretofore issued (4% for days 121-180 plus 2% for days 181-200), the following terms shall have the following meanings:.

Payments by the Company. (i) If the Registration Statement covering the Registrable Securities required to be is not filed in proper form with the SEC by the Company pursuant to Section 2(a) hereof is not effective by ninety (90) days following the initial Closing Date (the "Required Effective Filing Date") (except as provided by the last sentence of section 2a), then the Company will make payments payment to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). . (ii) If the Registration Statement covering the Registrable Securities is not effective by the relevant Required Effective Date or if there is a Restricted Sale Date, then the Company will make payments to the Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). (iii) The amount (the "Periodic Amount") to be paid by the Company to the Initial Investor shall be determined as of each Computation Date, Date (as defined below) and such amount shall be equal to the Periodic Amount Percentage (as defined below) of the Purchase Price for all Debentures held by the Investor for the period from the date following the relevant Required Filing Date or the Required Effective Date or a Restricted Sale Date, as the case may be, to the first relevant Computation Date, and thereafter to each subsequent Computation Date. The "Periodic Amount Percentage" means (A) one percent (1%) percent of the purchase price paid by the Initial Investor for Purchase Price of all Debentures then purchased and outstanding pursuant to the Securities Purchase Agreement for any period from the Required Effective Date to the first two Computation Dates after the relevant Required Filing Date, ; and (B) two percent (2%) percent of the Purchase Price of all Debentures to the next Computation Date and three (3%) percent to each any Computation Date thereafter. Anything in the preceding provisions of this paragraph (iii) to the contrary notwithstanding, until after the relevant Effective Date the Purchase Price shall be deemed to refer to the sum of (X) the principal amount of all Debentures not yet converted and (Y) the Held Shares Value. By way of illustration and not in limitation of the foregoing, if the Registration Statement is filed on or before the Required Filing Date, but is not declared effective by February 27, 2006, the SEC (the "Periodic Amount"). The full Periodic Amount shall be paid by the Company in immediately available funds within three business days after each Computation Date. Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the effectiveness of the Registration Statement occurs because of an act of, or a failure to act or to act timely by the Initial Investor or its counsel or the SEC, or in the event all of the Registrable Securities may be sold pursuant to Rule 144 or another available exemption under the Act. As used in this Section 2(bwill aggregate two percent (2%), the following terms shall have the following meanings:.

Payments by the Company. (i) If the Registration Statement covering the Registrable Securities required to be is not filed in proper form with the SEC by the Company pursuant to Section 2(a) hereof is not effective by ninety (90) days following the initial Closing Date (the "Required Effective Filing Date") (except as provided by the last sentence of section 2a), then the Company will make payments payment to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). . (ii) If the Registration Statement covering the Registrable Securities is not effective by the relevant Required Effective Date or if there is a Restricted Sale Date, then the Company will make payments to the Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). (iii) The amount (the "Periodic Amount") to be paid by the Company to the Initial Investor shall be determined as of each Computation Date, Date (as defined below) and such amount shall be equal to the Periodic Amount Percentage (as defined below) of the Purchase Price for all Debentures held by the Investor for the period from the date following the relevant Required Filing Date or the Required Effective Date or a Restricted Sale Date, as the case may be, to the first relevant Computation Date, and thereafter to each subsequent Computation Date. The "Periodic Amount Percentage" means (A) one percent (1%) percent of the purchase price paid by the Initial Investor for Purchase Price of all Debentures then purchased and outstanding pursuant to the Securities Purchase Agreement for any period from the Required Effective Date to the first two Computation Dates after the relevant Required Filing Date, ; and (B) two percent (2%) percent of the Purchase Price of all Debentures to the next Computation Date and three (3%) percent to each any Computation Date thereafter. Anything in the preceding provisions of this paragraph (iii) to the contrary notwithstanding, until after the relevant Effective Date the Purchase Price shall be deemed to refer to the sum of (X) the principal amount of all Debentures not yet converted and (Y) the Held Shares Value. By way of illustration and not in limitation of the foregoing, if the Registration Statement is filed on or before the Required Filing Date, but is not declared effective by January 27, 2006, the SEC (the "Periodic Amount"). The full Periodic Amount shall be paid by the Company in immediately available funds within three business days after each Computation Date. Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the effectiveness of the Registration Statement occurs because of an act of, or a failure to act or to act timely by the Initial Investor or its counsel or the SEC, or in the event all of the Registrable Securities may be sold pursuant to Rule 144 or another available exemption under the Act. As used in this Section 2(bwill aggregate two percent (2%), the following terms shall have the following meanings:.

Payments by the Company. (i) If the Registration Statement covering the Registrable Securities required to be is not filed as contemplated by this Agreement with the SEC by the Required Filing Date, the Company will make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(a2(b).(1) (ii) hereof If the Registration Statement covering the Registrable Securities in form as contemplated by this Agreement(2) is not effective by ninety (90) days following the initial Closing Date (the "relevant Required Effective Date or if there is a Restricted Sale Date") (except as provided by the last sentence of section 2a), then the Company will make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). . (iii) The amount (the "Periodic Amount") to be paid by the Company to the Initial Investor shall be determined as of each Computation Date, Date (as defined below) and such amount shall be equal to one the Periodic Amount Percent age (1%as defined below) percent of the purchase price paid by the Initial Investor Purchase Price for all Debentures then purchased and outstanding pursuant to for the Securities Purchase Agreement for any period from the date following the relevant Required Filing Date or the Required Effective Date or a Restricted Sale Date, as the case may be, to the first relevant Computation DateDate (each, a "First Period"), and thereafter to each subsequent Computation Date (each, a "Subsequent Period"). The "Periodic Amount Percentage" means (i) two percent (2%) of the Purchase Price for the First Period, and (ii) two percent (2%) of the Purchase Price for each Subsequent Period thereafter. Anything in the preceding provisions of this paragraph (iii) to the next Computation contrary notwithstanding, after the relevant Effective Date the Purchase Price shall be deemed to refer to the sum of the principal of the Unconverted Debentures plus the Held Shares Value. By way of illustration and three (3%) percent to each Computation Date thereafternot in limitation of the foregoing, until if the Registration Statement is declared effective by the SEC (the "Periodic Amount"). The full Periodic Amount shall be paid by the Company in immediately available funds within three business days after each Computation Date. Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the effectiveness of the Registration Statement occurs because of an act of, filed on or a failure to act or to act timely by the Initial Investor or its counsel or the SEC, or in the event all of the Registrable Securities may be sold pursuant to Rule 144 or another available exemption under the Act. As used in this Section 2(b), the following terms shall have the following meanings:before

Payments by the Company. (i) If the Registration Statement covering the Registrable Securities required to be is not filed as contemplated by this Agreement with the SEC by the Required Filing Date, the Company will make payment to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(a2(b). (ii) hereof If the Registration Statement covering the Registrable Securities is not effective by ninety (90) days following the initial Closing Date (the "relevant Required Effective Date or if there is a Restricted Sale Date") (except as provided by the last sentence of section 2a), then the Company will make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). . (iii) The amount (the "Periodic Amount") to be paid by the Company to the Initial Investor shall be determined as of each Computation Date, Date (as defined below) and such amount shall be equal to the Periodic Amount Percentage (as defined below) of the Stated Value of the Holder's Purchased Shares for the period from the date following the relevant Required Filing Date or the Required Effective Date or a Restricted Sale Date, as the case may be, to the first relevant Computation Date, and thereafter to each subsequent Computation Date (each such period, a "Computation Period"). The "Periodic Amount Percentage" means one percent (1%) percent of the purchase price paid by Stated Value of all Purchased Shares for each Computation Period (and pro rata for any Computation Period which is less than thirty [30] days); provided, however, that with respect to Periodic Amounts payable with respect to (X) Section 2(a)(i) or (Y) Section 2(a)(ii) with respect to any Computation Period (or portion thereof) occurring prior to the Effective Date, such Periodic Amounts shall cease to accrue on the date which is one hundred eighty (180) days after the Initial Investor for all Debentures then purchased and outstanding pursuant Required Effective Date. Anything in the preceding provisions of this paragraph (iii) to the Securities Purchase Agreement for any period from contrary notwithstanding, after the Required relevant Effective Date the Purchase Price shall be deemed to refer to the first Computation Datesum of (X) the Stated Value of all Purchased Shares not yet converted and (Y) the Held Shares Value. By way of illustration and not in limitation of the foregoing, two (2%) percent to the next Computation Date and three (3%) percent to each Computation Date thereafter, until if the Registration Statement is filed on or before the Required Filing Date, but is not declared effective by until seventy-five (75) days after the SEC (Initial Required Effective Date, the "Periodic Amount"). The full Periodic Amount shall be paid by the Company in immediately available funds within three business days after each Computation Date. Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the effectiveness will aggregate two and one-half percent (2.5%) of the Registration Statement occurs because of an act of, or a failure to act or to act timely by the Initial Investor or its counsel or the SEC, or in the event all Stated Value of the Registrable Securities may be sold pursuant to Rule 144 or another available exemption under the Act. As used in this Section 2(bPurchased Shares (1% for days 1-30, plus 1% for days 31-60, plus 0.5% for days 61-75), the following terms shall have the following meanings:.

Payments by the Company. (i) If the Registration Statement covering the Registrable Securities required to be is not filed as contemplated by this Agreement with the SEC by the Required Filing Date, the Company will make payment to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(a2(b). (ii) hereof If the Registration Statement covering the Registrable Securities is not effective by ninety (90) days following the initial Closing Date (the "relevant Required Effective Date or if there is a Restricted Sale Date") (except as provided by the last sentence of section 2a), then the Company will make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). . (iii) The amount (the "Periodic Amount") to be paid by the Company to the Initial Investor shall be determined as of each Computation Date, Date (as defined below) and such amount shall be equal to one the Periodic Amount Percentage (1%as defined below) percent of the purchase price paid by principal amount of the Initial Investor Holder's Debentures for all Debentures then purchased and outstanding pursuant to the Securities Purchase Agreement for any period from the date following the relevant Required Filing Date or the Required Effective Date or a Restricted Sale Date, as the case may be, to the first relevant Computation Date, and thereafter to each subsequent Computation Date (each such period, a "Computation Period"). The "Periodic Amount Percentage" means two percent (2%) percent of the Purchase Price of all Debentures for each Computation Period (and pro rata for any Computation Period which is less than thirty [30] days). Anything in the preceding provisions of this paragraph (iii) to the next Computation contrary notwithstanding, after the relevant Effective Date the Purchase Price shall be deemed to refer to the sum of (X) the principal amount of all Debentures not yet converted and three (3%Y) percent to each Computation Date thereafterthe Held Shares Value. By way of illustration and not in limitation of the foregoing, until if the Registration Statement is filed on or before the Required Filing Date, but is not declared effective by until seventy-five (75) days after the SEC (Initial Required Effective Date, the "Periodic Amount"). The full Periodic Amount shall be paid by the Company in immediately available funds within three business days after each Computation Date. Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the effectiveness will aggregate five percent (5%) of the Registration Statement occurs because of an act of, or a failure to act or to act timely by the Initial Investor or its counsel or the SEC, or in the event all Purchase Price of the Registrable Securities may be sold pursuant to Rule 144 or another available exemption under the Act. As used in this Section 2(bDebentures (2% for days 1-30, plus 2% for days 31-60, plus 1% for days 61-75), the following terms shall have the following meanings:.

Payments by the Company. (i) If the Registration Statement or an Additional Registration Statement covering the Registrable Securities is not filed as contemplated by this Agreement with the SEC by the relevant Required Filing Date, the Company will make payment to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). (ii) If the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not effective by ninety (90) days following the initial Closing Date (the "relevant Required Effective Date or if there is a Restricted Sale Date") (except as provided by the last sentence of section 2a), then the Company will make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). . (iii) The amount (the “Periodic Amount”) to be paid by the Company to the Initial Investor shall be determined as of each Computation Date, Date (as defined below) and such amount shall be equal to one the Periodic Amount Percentage (1%as defined below) percent of the purchase price paid by Issued Principal Amount of all Debentures, for the Initial Investor for all Debentures then purchased and outstanding pursuant to the Securities Purchase Agreement for any period from the date following the relevant Required Filing Date or the Required Effective Date or a Restricted Sale Date, as the case may be, to the first relevant Computation Date, and thereafter to each subsequent Computation Date (each such period, a “Computation Period”). The “Periodic Amount Percentage” means two percent (2%) percent of the Purchase Price of such Issued Principal Amount for each Computation Period (and pro rata for any Computation Period which is less than thirty [30] days). Anything in the preceding provisions of this paragraph (iii) to the next Computation contrary notwithstanding, after the relevant Effective Date the Issued Principal Amount shall be deemed to refer to the sum of (X) the principal amount of all such Debentures not yet converted and three (3%Y) percent to each Computation Date thereafterthe Held Shares Value for such Debentures. By way of illustration and not in limitation of the foregoing, until if the Registration Statement is filed on or before the Required Filing Date, but is not declared effective by until seventy-five (75) days after the SEC Initial Required Effective Date, the Periodic Amount will aggregate five percent (5%) of the "Periodic Amount"Issued Principal Amount (2% for days 1-30, plus 2% for days 31-60, plus 1% for days 61-75). The full Periodic Amount shall be paid by the Company in immediately available funds within three business days after each Computation Date. Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable Anything herein to the extent contrary notwithstanding Periodic Amounts shall cease to accrue, (1) with respect to any delay in the effectiveness outstanding Debenture, as of the Registration Statement occurs because of an act ofdate the Conversion Shares issuable thereunder are no longer Registrable Securities and (2) with respect to Held Shares used in determining the Held Shares Value, or a failure to act or to act timely by the Initial Investor or its counsel or the SECif any, or in the event all as of the date such shares are no longer Registrable Securities may be sold pursuant to Rule 144 or another available exemption under the Act. As used in this Section 2(b), the following terms shall have the following meanings:Securities.

Payments by the Company. (i) If the Registration Statement or an Additional Registration Statement covering the Registrable Securities is not filed as contemplated by this Agreement with the SEC by the relevant Required Filing Date, the Company will make payment to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). (ii) If the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not effective by ninety (90) days following the initial Closing Date (the "relevant Required Effective Date or if there is a Restricted Sale Date") (except as provided by the last sentence of section 2a), then the Company will make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). . (iii) The amount (the "Periodic Amount") to be paid by the Company to the Initial Investor shall be determined as of each Computation Date, Date (as defined below) and such amount shall be equal to the Periodic Amount Percentage (as defined below) of the Issued Principal Amount, for the period from the date following the relevant Required Filing Date or the Required Effective Date or a Restricted Sale Date, as the case may be, to the first relevant Computation Date, and thereafter to each subsequent Computation Date (each such period, a "Computation Period"). The "Periodic Amount Percentage" means (x) for the first relevant Computation Period applicable to the provisions of Section 2(b)(i) or of Section 2(b)(ii) hereof, respectively, prior to the first Effective Date, one percent (1%) percent of the purchase price Purchase Price which has been paid by the Initial Investor and (y) for all Debentures then purchased and outstanding pursuant other Computation Periods, two percent (2) of the Purchase Price which has been paid. Anything in the preceding provisions of this paragraph (iii) to the Securities Purchase Agreement for any period from contrary notwithstanding, after the Required relevant Effective Date to the first Computation Date, two (2%) percent to the next Computation Date and three (3%) percent to each Computation Date thereafter, until the Registration Statement is declared effective by the SEC (the "Periodic Amount"). The full Periodic Issued Principal Amount shall be paid by the Company in immediately available funds within three business days after each Computation Date. Notwithstanding the foregoing, the amounts payable by the Company pursuant deemed to this provision shall not be payable refer to the extent any delay in sum of (X) the effectiveness principal amount of all Notes not yet converted and (Y) the Registration Statement occurs because of an act of, or a failure to act or to act timely by the Initial Investor or its counsel or the SEC, or in the event all of the Registrable Securities may be sold pursuant to Rule 144 or another available exemption under the Act. As used in this Section 2(b), the following terms shall have the following meanings:Held Shares Value.

Payments by the Company. (i) If the Registration Statement covering the Registrable Securities required to be is not filed by in proper form with the SEC within thirty (30) days after the Closing Date (the "Required Filing Date"), the Company will make payment to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(a2(b). (ii) hereof If the Registration Statement covering the Registrable Securities is not effective within the earlier of (a) five (5) days after notice by ninety the SEC that it may be declared effective or (90b) one hundred twenty (120) days following the initial Closing Date (the "Required Effective Date") ), or after a Suspension Period (except as provided by the last sentence of section 2adefined below), then the Company will make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). . (iii) The amount (the "Periodic Amount") to be paid by the Company to the Initial Investor shall be determined as of each Computation Date, Date (as defined below) and such amount shall be equal to (A) one percent (1%) percent of the purchase price paid by the Initial Investor (the "Purchase Price") for all Debentures Preferred Shares then purchased and outstanding pursuant to the Securities Purchase Agreement for any the period from the date following the Required Filing Date or the Required Effective Date Date, as the case may be, to the first relevant Computation Date, (B) one percent (1%) to the next Computation Date, and (C) two percent (2%) percent to the next Computation Date and three (3%) percent to each Computation Date thereafter. By way of illustration and not in limitation of the foregoing, until if the Registration Statement is timely filed but is not declared effective until two hundred (200) days after the Closing Date, the Periodic Amount will aggregate four percent (4%) of the purchase price of the Preferred Shares (1% for days 121-150, plus 1% for days 151-180, plus 2% for days 181-200). (iv) Each Periodic Amount will be payable by the Company in cash or other immediately available funds to the Investor upon demand of the Investor. (v) The parties acknowledge that the damages which may be incurred by the Investor if the Registration Statement is not filed by the Required Filing Date or if the Registration Statement has not been declared effective by the SEC (the "Periodic Amount")Required Registration Date may be difficult to ascertain. The full parties agree that the Periodic Amount shall be paid by represent a reasonable estimate on the Company in immediately available funds within three business days after each Computation Date. part of the parties, as of the date of this Agreement, of the amount of such damages. (vi) Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the effectiveness of the Registration Statement occurs because of an act of, or a failure to act or to act timely by the Initial Investor or its counsel or the SECcounsel, or in the event all of the Registrable Securities may be sold pursuant to Rule 144 or another available exemption under the Act. As used in this Section 2(b), the following terms shall have the following meanings:.

Payments by the Company. If (i) Anything herein to the contrary notwithstanding, the Company agrees that if (A) a Registration Statement covering the Registrable Securities required to be filed number of the shares contemplated by the Company pursuant to provisions of Section 2(a2(a)(i) hereof is not declared effective by within ninety (90) days following after the initial Initial Closing Date Date, (the "Required Anticipated Initial Effective Date"), (B) (except as provided a Registration Statement covering the number of shares contemplated by the last sentence provisions of section 2aSection 2(a)(ii)(A) is not declared effective by the earlier of the Anticipated Initial Effective Date or sixty (60) days after the Increased Registered Shares Date (an "Anticipated Subsequent Effective Date"), or (C) a Registration Statement covering the number of shares contemplated by the provisions of Section 2(a)(ii)(B) is not declared effective by sixty (60) days after the Increased Registered Shares Date (an "Anticipated Subsequent Effective Date"), the Company will make payment to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). (ii) If the Investor is restricted from making sales of Registrable Securities covered by a previously effective Registration Statement at any time (the date such restriction commences, a "Restricted Sale Date") after the Effective Date other than during a Permitted Suspension Period (as defined below), then the Company will make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). . (iii) The amount (the "Periodic Amount") to be paid by the Company to the Initial Investor shall be determined as of each Computation Date, Date (as defined below) and such amount shall be equal to one the Periodic Amount Percentage (1%as defined below) percent of the purchase price paid by the Initial Investor Purchase Price for all Debentures then purchased and outstanding pursuant to Preferred Stock for the Securities Purchase Agreement for any period from the date following the relevant Required Effective Date or Restricted Sale Date, as the case may be, to the first relevant Computation Date, and thereafter to each subsequent Computation Date. The "Periodic Amount Percentage" means two percent (22.0%) percent to of the Purchase Price of all Preferred Stock (prorated on a daily basis if the period from the relevant Required Effective Date, Restricted Sale Date or immediately preceding Computation Date, as the case may be, until the next Computation Date is less than thirty (30) days). Anything in the preceding provisions of this paragraph (iii) to the contrary notwithstanding, after the Effective Date the Purchase Price for such Preferred Stock shall be deemed to refer to the sum of (X) the principal amount of all Preferred Stock not yet converted and three (3%Y) percent the Held Shares Value (as defined below). The "Held Shares Value" means, for shares acquired by the Investor upon a conversion within the thirty (30) days preceding the Restricted Sale Date, but not yet sold by the Investor, the principal amount of the Preferred Stock converted into such Conversion Shares; provided, however, that if the Investor effected more than one conversion during such thirty (30) day period and sold less than all of such shares, the sold shares shall be deemed to each Computation Date be derived first from the conversions in the sequence of such conversions (that is, for example, until the number of shares from the first of such conversions have been sold, all shares shall be deemed to be from the first conversion; thereafter, from the second conversion until all such shares are sold). By way of illustration and not in limitation of the foregoing, if the Registration Statement is not declared effective by until one hundred sixty-five (165) days after the SEC (Initial Closing Date, the "Periodic Amount"). The full Periodic Amount shall be paid by the Company in immediately available funds within three business days after each Computation Date. Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the effectiveness will aggregate five percent (5%) of the Registration Statement occurs because of an act of, or a failure to act or to act timely by the Initial Investor or its counsel or the SEC, or in the event all Purchase Price of the Registrable Securities may be sold pursuant to Rule 144 or another available exemption under the Act. As used in this Section 2(bPreferred Stock theretofore issued (2% for days 91-120, plus 2% for days 121-150, plus 1% for days 151-165), the following terms shall have the following meanings:.

Payments by the Company. If the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not effective by ninety (90) days following the initial Closing Date (the "Required Effective Date") (except as provided by the last sentence of section 2a), then the Company will make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b2(c). The amount to be paid by the Company to the Initial Investor shall be determined as of each Computation Date, and such amount Holders shall be equal to one to: (1%) percent 1/2% per month in the event the Registration Statement is not effective by the Required Date; (2) 1% per month in the event the Registration Statement is not effective within 30 days after the Required Date; and (3) 2% per month in the event the Registration Statement is not effective within 60 days after the Required Date, in each case of the purchase aggregate subscription price paid by the Initial Investor for all Debentures then purchased and outstanding the Shares pursuant to the Securities Purchase Subscription Agreement for any period from the Required Effective Date to the first Computation Date, two (2%) percent to the next Computation Date and three (3%) percent to each Computation Date thereafter, until the Registration Statement is declared effective by the SEC (the "Periodic Amount"). In the event the Company receives a "no comment letter" from the SEC with regard to the S-1 filing, then the Company shall cause the S-1 to be effective within 5 business days of the no comment letter; and if it is not so effective, then the monthly penalties noted above will apply beginning on the 6th day following the date of the no comment letter. The full Periodic Amount shall be divided among all the Holders in the same proportion as each Holder's Registrable Securities bears to the total of the outstanding Registrable Securities. The Periodic Amount shall be paid by the Company in immediately available funds within three five business days after each Computation Date. Notwithstanding the foregoingDate and shall be payable in cash; provided, the amounts payable by however, that the Company pursuant may elect in lieu of payment of any Periodic Amount in cash to this provision shall not be payable deliver to the extent any delay in Initial Investor shares of Common Stock having an Aggregate Market Value equal to the effectiveness amount of the Registration Statement occurs because of an act ofPeriodic Amount if, or a failure to act or to act timely but only if, such shares are freely tradable by the Initial Investor or its counsel or the SEC, or in the event all of the Registrable Securities may be sold pursuant to Rule 144 or another available exemption without any restriction under the ActSecurities Act or any state securities or "blue sky" law. As used in this Section 2(b2(c), the following terms shall have the following meanings:

Payments by the Company. (i) If the Registration Statement covering the Registrable Securities required to be is not filed with the SEC by the Company pursuant to Section 2(a) hereof is not effective by ninety (90) days following the initial Closing Date (the "Required Effective Filing Date") (except as provided by the last sentence of section 2a), then the Company will make payments payment to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). . (ii) If the Registration Statement covering the Registrable Securities is not effective by the relevant Required Effective Date, then the Company will make payments to the Investor in such amounts and at such times as shall be determined pursuant to Section 2(b). (iii) The amount (the "Periodic Amount") to be paid by the Company to the Initial Investor shall be determined as of each Computation Date, Date (as defined below) and such amount shall be equal to the Periodic Amount Percentage (as defined below) of the Purchase Price for the Convertible Note held by the Investor for the period from the date following the relevant Required Filing Date or the Required Effective Date, as the case may be, to the first relevant Computation Date, and thereafter to each subsequent Computation Date. The "Periodic Amount Percentage" means (A) one percent (1%) percent of the purchase price paid by the Initial Investor Purchase Price for all Debentures then purchased and outstanding pursuant to the Securities Purchase Agreement for any period from the Required Effective Date to the first two Computation Dates after the relevant Required Filing Date, ; and (B) two percent (2%) percent of the Purchase Price with respect to the next Computation Date and three (3%) percent to each any Computation Date thereafter. Anything in the preceding provisions to this paragraph (iii) to the contrary notwithstanding, until after the relevant Effective Date the Purchase Price shall be deemed to refer to the principal amount of the Convertible Note not yet converted. By way of illustration and not in limitation of the foregoing, if the Registration Statement is filed on or before the Required Filing Date, but is not declared effective by until one hundred and twenty (120) days after the SEC (relevant Required Effective Date, the "Periodic Amount"). The full Periodic Amount shall be paid by the Company in immediately available funds within three business days after each Computation Date. Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the effectiveness will aggregate five percent (5%) of the Registration Statement occurs because of an act ofPurchase Price (1% for days 1-30, or a failure to act or to act timely by the Initial Investor or its counsel or the SECplus 1% for days 31-60, or in the event all of the Registrable Securities may be sold pursuant to Rule 144 or another available exemption under the Act. As used in this Section 2(bplus 1% for days 61-90, plus 2% for days 90-120), the following terms shall have the following meanings:.

Payments by the Company. If the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not effective by ninety one hundred 260116-1 1/8/98 -2- twenty (90120) days following the initial Closing Date (the "Required Effective Date") (except as provided by the last sentence of section 2aSection 2(a)), then the Company will make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). The amount to be paid by the Company to the Initial Investor shall be determined as of each Computation Date, and such amount shall be equal to one (1%) percent of the purchase price paid by the Initial Investor for all Debentures Preferred Stock then purchased and outstanding pursuant to the Securities Purchase Agreement for any period from the Required Effective Date to the first Computation Date, two (2%) percent to the next Computation Date and three (3%) percent to each Computation Date thereafter, until the Registration Statement is declared effective by the SEC (the "Periodic Amount"). The full Periodic Amount shall be paid by the Company in immediately available funds within three business days after each Computation Date. Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the effectiveness of the Registration Statement occurs because of an act of, or a failure to act or to act timely by the Initial Investor or its counsel or the SEC, or in the event all of the Registrable Securities may be sold pursuant to Rule 144 or another available exemption under the Act. As used in this Section 2(b), the following terms shall have the following meanings:

Payments by the Company. (i) If the Registration Statement covering the Registrable Securities required to be is not filed in proper form with the SEC by the date (the "Required Filing Date") which is ten (10) days after the Target Filing Date, the Company will make payment to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(a2(b). (ii) hereof If the Registration Statement covering the Registrable Securities is not effective by ninety (90) days following the initial Closing Date (the "relevant Required Effective Date or if there is a Restricted Sale Date") (except as provided by the last sentence of section 2a), then the Company will make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). . (iii) The amount (the "Periodic Amount") to be paid by the Company to the Initial Investor shall be determined as of each Computation Date, Date (as defined below) and such amount shall be equal to the Periodic Amount Percentage (as defined below) of the Purchase Price for all Debentures for the period from the date following the relevant Required Filing Date or the Required Effective Date or a Restricted Sale Date, as the case may be, to the first relevant Computation Date, and thereafter to each subsequent Computation Date. The "Periodic Amount Percentage" means (A) (1) three percent (3%) of the Purchase Price of all Debentures for the first Computation Date after the Required Filing Date or a Restricted Sale Date, as the case may be, and (2) one percent (1%) percent of the purchase price paid by the Initial Investor for Purchase Price of all Debentures then purchased and outstanding pursuant to for the Securities Purchase Agreement for any period from first Computation Date after the Required Effective Date to the first Computation Date, two ; and (2%B) three percent to the next Computation Date and three (3%) percent of the Purchase Price of all Debentures to each Computation Date thereafter. Anything in the preceding provisions of this paragraph (iii) to the contrary notwithstanding, after the relevant Effective Date the Purchase Price shall be deemed to refer to the sum of(X) the principal amount of all Debentures not yet converted and (Y) the Held Shares Value (as defined below). The "Held Shares Value" means, for shares acquired by the Investor upon a conversion within the thirty (30) days preceding the Restricted Sale Date, but not yet sold by the Investor, the principal amount of the Debentures converted into such Conversion Shares; provided, however, that if the Investor effected more than one conversion during such thirty (30) day period and sold less than all of such shares, the sold shares shall be deemed to be derived first from the conversions in the sequence of such conversions (that is, for example, until the number of shares from the first of such conversions have been sold, all shares shall be deemed to be from the first conversion; thereafter, from the second conversion until all such shares are sold). By way of illustration and not in limitation of the foregoing, if the Registration Statement is filed on or before the Required Filing Date, but is not declared effective by until one hundred ninety (190) days after the SEC (Closing Date, the "Periodic Amount"). The full Periodic Amount shall be paid by the Company in immediately available funds within three business days after each Computation Date. Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the effectiveness will aggregate seven percent (7%) of the Registration Statement occurs because of an act of, or a failure to act or to act timely by the Initial Investor or its counsel or the SEC, or in the event all Purchase Price of the Registrable Securities may be sold pursuant to Rule 144 or another available exemption under the Act. As used in this Section 2(bDebentures theretofore issued (1% for days 121-150, plus 3% for days 151-180, plus 3% for days 181-195), the following terms shall have the following meanings:.

Payments by the Company. If the Registration Statement covering the Registrable Securities which is required to be filed by the Company pursuant to Section 2(a) hereof is not effective by ninety (90) within 60 days following after the initial Closing Date (the "Required Effective Date") (except as provided by the last sentence of section 2a), then the Company will make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b2(c). The amount to be paid by the Company to the Initial Investor shall be determined as of each Computation Date, and such amount shall be equal to one (1%) percent in the case of the purchase first Computation Date, two percent (2%), and (2) in the case of the second Computation Date and each Computation Date thereafter, three percent (3%), in each case of the aggregate subscription price paid by the Initial Investor for all Debentures then purchased the Preferred Shares and outstanding the Warrants pursuant to the Securities Purchase Subscription Agreement for any period from the Required Effective Date to the first Computation Date(each, two (2%) percent to the next Computation Date and three (3%) percent to each Computation Date thereafter, until the Registration Statement is declared effective by the SEC (the a "Periodic Amount"); PROVIDED, HOWEVER, that if any Computation Date is less than 30 days subsequent to another Computation Date, then the Periodic Amount payable on the later Computation Date shall be pro rated. The full Periodic Amount shall be paid by the Company in immediately available funds within three five business days after each Computation Date. Notwithstanding the foregoingDate and shall be payable in cash; PROVIDED, the amounts payable by HOWEVER, that the Company pursuant may elect in lieu of payment of any Periodic Amount in cash to this provision shall not be payable deliver to the extent any delay in Initial Investor shares of Common Stock having an Aggregate Market Value equal to the effectiveness amount of the Registration Statement occurs because of an act ofPeriodic Amount if, or a failure to act or to act timely but only if, such shares are freely tradable by the Initial Investor without any restriction under the Securities Act or its counsel any state securities or "blue sky" law. In addition to any other rights or remedies the SECInitial Investor may have under this Agreement, or the Initial Investor shall have the right from time to time to provide written notice to the Escrow Agent appointed pursuant to the Joint Escrow Instructions, in the event all accordance with Section 1(b) of the Registrable Securities may Joint Escrow Instructions, with a copy to the Company, whereupon in each such instance the Initial Investor shall be sold pursuant entitled to Rule 144 or another available exemption under release of a portion of the Actfunds held by the Escrow Agent to be applied to amounts due from the Company hereunder. As used in this Section 2(b2(c), the following terms shall have the following meanings:

Payments by the Company. (i) If the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not effective by ninety filed in proper form with the SEC within sixty (9060) days following after the initial Closing Date (the "Required Effective Filing Date") (except as provided by the last sentence of section 2a), then the Company will make payments payment to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). . (ii) If the Registration Statement covering the Registrable Securities is not declared or ordered effective within the earlier of (a) five (5) days after notice by the SEC that it may be declared effective or (b) one hundred twenty (120) days following the Closing Date (the "Required Effective Date"), then the Company will make payments to the Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). (iii) The amount (the "Periodic Amount") to be paid by the Company to the Initial Investor shall be determined as of each Computation Date, Date (as defined below) and such amount shall be equal to (A) one percent (1%) percent of the purchase price paid by the Initial Investor (the "Purchase Price") for all Debentures then the Shares purchased and outstanding pursuant to the Securities Purchase Agreement for any the period from the date following the Required Filing Date or the Required Effective Date Date, as the case may be, to the first relevant Computation Date, two and (2%B) three percent to the next Computation Date and three (3%) percent to each Computation Date thereafter. BY WAY OF ILLUSTRATION AND NOT IN LIMITATION OF THE FOREGOING, until IF THE REGISTRATION STATEMENT IS TIMELY FILED BUT IS NOT DECLARED EFFECTIVE UNTIL ONE HUNDRED SEVENTY (170) DAYS AFTER THE CLOSING DATE, THE PERIODIC AMOUNT WILL AGGREGATE FOUR PERCENT (4%) OF THE PURCHASE PRICE OF THE SHARES (1% FOR DAYS 121-150, PLUS 3% FOR DAYS 151-170). ON THE OTHER HAND, IF THE REGISTRATION STATEMENT IS NOT FILED UNTIL SEVENTY-FIVE (75) DAYS AFTER THE CLOSING DATE, AND IS NOT DECLARED EFFECTIVE UNTIL ONE HUNDRED SEVENTY (170) DAYS AFTER THE CLOSING DATE, THE PERIODIC AMOUNT WILL AGGREGATE SEVEN PERCENT (7%) OF THE PURCHASE PRICE OF THE SHARES (1% FOR DAYS 61-75, PLUS 3% FOR DAYS 121-150, PLUS 3% FOR DAYS 151-170. (iv) Each Periodic Amount will be payable by the Company in cash or other immediately available funds to the Investor upon demand of the Investor. (v) The parties acknowledge that the damages which may be incurred by the Investor if the Registration Statement is has not been declared effective by the SEC (Required Registration Date may be difficult to ascertain. Therefore, the "parties agree that the Periodic Amount"). The full Amount represents a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of such damages and that the payment by Company of the Periodic Amount shall be paid by the deemed in complete and total satisfaction of all claims of Investor against Company in immediately available funds within three business days after each Computation Date. for failure of Company to comply with subsections (b)(i) and (ii) above. (vi) Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the filing or effectiveness of the Registration Statement occurs because of an act of, or a failure to act or to act timely by the Initial Investor or its counsel or the SECcounsel, or in the event all of the Registrable Securities may be sold pursuant to Rule 144 or another available exemption under the Act. As used in this Section 2(b), the following terms shall have the following meanings:.

Payments by the Company. (i) [RESERVED] (ii) If the Registration Statement covering the Registrable Securities required to be is not filed with the SEC by the Company pursuant to Section 2(a) hereof is not relevant Required Filing Date, or effective by the Required Effective Date, or if there is a Restricted Sale Date within ninety (90) days following after the initial Closing Date (the "Required Effective Date") (except as provided by the last sentence of section 2a), then the Company will make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). . (iii) The amount (the "Periodic Amount") to be paid by the Company to the Initial Investor shall be determined as of each Computation Date, Date (as defined below) and such amount shall be equal to the Periodic Amount Percentage (as defined below) of the Purchase Price for the Common Stock for the period from the date following the Required Filing Date, the Required Effective Date, or a Restricted Sale Date, as the case may be, to the first relevant Computation Date, and thereafter to each subsequent Computation Date. The "Periodic Amount Percentage" means (A) with respect to the Required Filing Date, one and one-half (1%1 ½%) percent of the purchase price paid by Purchase Price of the Initial Investor for all Debentures then purchased and outstanding pursuant to the Securities Purchase Agreement for any period Common Stock each Computation Date commencing fifteen (15) days from the Required Filing Date, and (b) with respect to a Required Effective Date to the first Computation or Restricted Sale Date, two one and one-half (2%1 ½%) percent to of the next Computation Purchase Price of the Common Stock not previously sold by the Investor after the Restricted Sale Date and three (3%) percent to each Computation Date thereafter. Anything in the preceding provisions of this paragraph (iii) to the contrary notwithstanding, until after the Registration Statement is declared effective by relevant Filing Date the SEC (the "Periodic Amount"). The full Periodic Amount Purchase Price shall be paid by the Company in immediately available funds within three business days after each Computation Date. Notwithstanding the foregoing, the amounts payable by the Company pursuant deemed to this provision shall not be payable refer to the extent any delay in the effectiveness sum of the Registration Statement occurs because of an act of, or a failure to act or to act timely by the Initial Investor or its counsel or the SEC, or in the event all of the Registrable Securities may be sold pursuant to Rule 144 or another available exemption under the Act. As used in this Section 2(b), the following terms shall have the following meanings:Held Shares Value.

Payments by the Company. If the Registration Statement covering ----------------------- the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not effective by ninety on May 31, 1998 (90) days following or June 30, 1998 in the initial Closing Date (event the "Required Effective Date") (except SEC undertakes a substantive review of the Registration Statement or the SEC makes the determination as provided by set forth in the last sentence of section 2a)Section 2(a) hereof) if Deloitte & Touche provides its consent for the incorporation by reference of its report covering the Company's March 31, 1997 Financial Statements, or July 31, 1998 (or August 31, 1998 in the event the SEC undertakes a substantive review of the Registration Statement or the SEC makes the determination as set forth in the last sentence of Section 2(a) hereof) if Deloitte & Touche does not provide the foregoing consent, then the Company will shall make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). The amount to be paid by the Company to the Initial Investor shall be determined as of each Computation Date, and such amount shall be equal to one percent (1%) percent of the purchase price paid by the Initial Investor for all Debentures then the Preferred Stock purchased and outstanding pursuant to the Securities Purchase Settlement Agreement for any period from the Required Effective Date to on the first Computation Date, two (2%) percent to the next Computation Date and three (3%) percent to on each Computation Date thereafter, until to the date the Registration Statement is declared effective by the SEC (pro rated for partial periods) (the "Periodic Amount"). The full Periodic Amount shall be paid by the Company in immediately available funds within three business days after each Computation Date. Notwithstanding the foregoingDate in cash, the amounts payable by the Company pursuant to this provision shall not be payable or shares of Common Stock having an Aggregate Market Value equal to the extent any delay in the effectiveness amount of the Registration Statement occurs because of an act ofPeriodic Amount, or a failure to act or to act timely by at the Initial Investor or its counsel or the SEC, or in the event all option of the Registrable Securities may be sold pursuant to Rule 144 or another available exemption under the ActCompany. As used in this Section 2(b), the following terms shall have the following meanings:

Payments by the Company. (i) If the Registration Statement covering the Registrable Securities required to be is not filed as contemplated by this Agreement with the SEC by the Required Filing Date, the Company will make payment to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(a2(b). D/BIP/832564.2 (ii) hereof If the Registration Statement covering the Registrable Securities is not effective by ninety (90) days following the initial Closing Date (the "relevant Required Effective Date or if there is a Restricted Sale Date") (except as provided by the last sentence of section 2a), then the Company will make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). . (iii) The amount (the “Periodic Amount”) to be paid by the Company to the Initial Investor shall be determined as of each Computation Date, Date (as defined below) and such amount shall be equal to one the Periodic Amount Percentage (1%as defined below) percent of the purchase price paid by principal amount of the Initial Investor Holder’s Debentures for all Debentures then purchased and outstanding pursuant to the Securities Purchase Agreement for any period from the date following the relevant Required Filing Date or the Required Effective Date or a Restricted Sale Date, as the case may be, to the first relevant Computation Date, and thereafter to each subsequent Computation Date (each such period, a “Computation Period”). The “Periodic Amount Percentage” means two percent (2%) percent of the Purchase Price of all Debentures for each Computation Period (and pro rata for any Computation Period which is less than thirty [30] days). Anything in the preceding provisions of this paragraph (iii) to the next Computation contrary notwithstanding, after the relevant Effective Date the Purchase Price shall be deemed to refer to the sum of (X) the principal amount of all Debentures not yet converted and three (3%Y) percent to each Computation Date thereafterthe Held Shares Value. By way of illustration and not in limitation of the foregoing, until if the Registration Statement is filed on or before the Required Filing Date, but is not declared effective by until seventy-five (75) days after the SEC (Initial Required Effective Date, the "Periodic Amount"). The full Periodic Amount shall be paid by the Company in immediately available funds within three business days after each Computation Date. Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the effectiveness will aggregate five percent (5%) of the Registration Statement occurs because of an act of, or a failure to act or to act timely by the Initial Investor or its counsel or the SEC, or in the event all Purchase Price of the Registrable Securities may be sold pursuant to Rule 144 or another available exemption under the Act. As used in this Section 2(bDebentures (2% for days 1-30, plus 2% for days 31-60, plus 1% for days 61-75), the following terms shall have the following meanings:.

Payments by the Company. (i) If the Registration Statement covering the Registrable Securities required to be is not filed as contemplated by this Agreement with the SEC by the Required Filing Date, the Company will make payment to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(a2(b). (ii) hereof If the Registration Statement covering the Registrable Securities is not effective by ninety (90) days following the initial Closing Date (the "relevant Required Effective Date or if there is a Restricted Sale Date") (except as provided by the last sentence of section 2a), then the Company will make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). . (iii) The amount (the "Periodic Amount") to be paid by the Company to the Initial Investor shall be determined as of each Computation Date, Date (as defined below) and such amount shall be equal to one and one-half percent (11.5%; the "Periodic Amount Percentage") percent of the purchase price paid by Held Value of the Initial Investor Holder for all Debentures then purchased and outstanding pursuant to the Securities Purchase Agreement for any period from the date following the relevant Required Filing Date or the Required Effective Date or a Restricted Sale Date, as the case may be, to the first relevant Computation Date, two (2%) percent and thereafter to the next each subsequent Computation Date and three (3%) percent to each such period, a "Computation Period"). The Held Value is determined on the first day of each Computation Date thereafterPeriod. By way of illustration and not in limitation of the foregoing, until if the Registration Statement is filed on or before the Required Filing Date, but is not declared effective until seventy-five (75) days after the Initial Required Effective Date, the Periodic Amount will aggregate four and one-half percent (4.5%) of the Held Value (1.5% for days 1-30, plus 1.5% for days 31-60, plus 1.5% for days 61-75). (iv) Each Periodic Amount, if any, will be payable by the SEC Company, except as provided in the other provisions of the immediately succeeding subparagraph (v), in cash or other immediately available funds to the Investor on the third Trading Day after (A) with respect to Periodic Amounts for Computation Periods ending on or before the Effective Date, (i) the earlier of the Effective Date or the date which is thirty-one (31) days after the Initial Required Effective Date (the "First Specified Periodic AmountPayment Date") and (ii) if relevant, the first day of each Computation Period after the First Specified Periodic Payment Date, and (B) with respect to all Periodic Amounts accruing after the Effective Date, the first day of the relevant Computation Period, in each case, without requiring demand therefor by the Investor. (v) Notwithstanding the provisions of the immediately preceding subparagraph (iv). The full , at the option of the Investor, exercisable in its sole and absolute discretion by written notice to the Company at any time before the Periodic Amount is paid, all or a portion of the Periodic Amount shall be paid by the Company issuance of additional shares of Common Stock to the Investor ("Payment Shares") in an amount equal to the Periodic Amount being paid thereby divided by an amount equal to seventy-five percent (75%) of the average Closing Price for the five (5) Trading Days immediately available funds within three business days after each preceding the relevant Computation Date; provided, further that the Delivery Date for the Payment Shares shall be three (3) Trading Days after the date the Investor gives the notice contemplated by this subparagraph. The provisions of Section 5(b)(i) of the Bridge Loan Agreement shall apply to the delivery of the certificates of the Payment Shares based on the relevant Periodic Amount. (vi) The parties acknowledge that the damages which may be incurred by the Investor if the Registration Statement is not filed by the Required Filing Date or the Registration Statement has not been declared effective by a Required Effective Date, including if the right to sell Registrable Securities under a previously effective Registration Statement is suspended or the shares of the Company's stock are not listed on the Principal Trading Market, may be difficult to ascertain. The parties agree that the amounts payable pursuant to the foregoing provisions of this Section 2(b) represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of such damages. (vii) Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the filing or effectiveness of the Registration Statement occurs because of an act of, or a failure to act or to act timely by the Initial Investor or its counsel or the SEC, or in the event all of the Registrable Securities may be sold pursuant to Rule 144 or another available exemption under the Act. As used in this Section 2(b), the following terms shall have the following meanings:counsel.

Payments by the Company. (i) If the Registration Statement covering the Registrable Securities required to be is not filed as contemplated by this Agreement with the SEC by the Required Filing Date, the Company will make payment to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(a2(b). (ii) hereof If the Registration Statement covering the Registrable Securities is not effective by ninety (90) days following the initial Closing Date (the "relevant Required Effective Date or if there is a Restricted Sale Date") (except as provided by the last sentence of section 2a), then the Company will make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). . (iii) The amount (the "Periodic Amount") to be paid by the Company to the Initial Investor shall be determined as of each Computation Date, Date (as defined below) and such amount shall be equal to the Periodic Amount Percentage (as defined below) of the Stated Value of the Holder's Purchased Shares for the period from the date following the relevant Required Filing Date or the Required Effective Date or a Restricted Sale Date, as the case may be, to the first relevant Computation Date, and thereafter to each subsequent Computation Date (each such period, a "Computation Period"). The "Periodic Amount Percentage" means (A) one percent (1%) percent of the purchase price paid by Stated Value of all Purchased Shares for each Computation Period (and pro rata for any Computation Period which is less than thirty [30] days). Anything in the Initial Investor for all Debentures then purchased and outstanding pursuant preceding provisions of this paragraph (iii) to the Securities Purchase Agreement for any period from contrary notwithstanding, after the Required relevant Effective Date the Purchase Price shall be deemed to refer to the first Computation Datesum of (X) the Stated Value of all Purchased Shares not yet converted and (Y) the Held Shares Value. By way of illustration and not in limitation of the foregoing, two (2%) percent to the next Computation Date and three (3%) percent to each Computation Date thereafter, until if the Registration Statement is filed on or before the Required Filing Date, but is not declared effective by until seventy-five (75) days after the SEC (Initial Required Effective Date, the "Periodic Amount"). The full Periodic Amount shall be paid by the Company in immediately available funds within three business days after each Computation Date. Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the effectiveness will aggregate two and one-half percent (2.5%) of the Registration Statement occurs because of an act of, or a failure to act or to act timely by the Initial Investor or its counsel or the SEC, or in the event all Stated Value of the Registrable Securities may be sold pursuant to Rule 144 or another available exemption under the Act. As used in this Section 2(bPurchased Shares (1% for days 1-30, plus 1% for days 31-60, plus 0.5% for days 61-75), the following terms shall have the following meanings:.

Payments by the Company. (i) If the Registration Statement covering the Registrable Securities required to be is not filed with the SEC by the Company pursuant to Section 2(a) hereof Required Filing Date or is not effective by ninety (90) days following on the initial Closing Date (the "Required Effective Date") (except Date or the Restricted Sale Date as provided by the last sentence of section 2a)may be applicable, then the Company will make payments payment to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). . (ii) The amount (the "Periodic Amount") to be paid by the Company to the Initial Investor shall be determined as of each Computation Date, Date (as defined below) and such amount shall be equal to one the Periodic Amount Percentage (1%as defined below) percent of the purchase price paid principal or face amount of the instruments under which the Registrable Securities covered by the Initial Investor Registration Statement will be issued for all Debentures then purchased and outstanding pursuant to the Securities Purchase Agreement for any period from the date following the relevant Required Filing Date, Required Effective Date or Restricted Sale Date, as the case may be, to the first relevant Computation Date, and thereafter to each subsequent Computation Date until the Registration is filed or declared effective. The "Periodic Amount Percentage" means (A) two percent (2%) percent of the Principal Amount from the date following the relevant Required Filing Date, Required Effective Date or Restricted Sale Date, as the case may be, to the next first relevant Computation Date (prorated on a daily basis if such period is less than thirty [30] days), and three (3B) two percent (2%) percent of the Principal Amount to each Computation Date thereafterthereafter (prorated on a daily basis if such period is less than thirty [30] days). Anything in the preceding provisions of this paragraph (ii) to the contrary notwithstanding, until after the Effective Date the Principal Amount shall be deemed to refer to the sum of (X) the Principal Amount of Registrable Securities, which are included in the Registration Statement is declared effective by the SEC (the "Periodic Amount"). The full Periodic Amount shall be paid by the Company in immediately available funds within three business days after each Computation Date. Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall but have not be payable to the extent any delay in the effectiveness of the Registration Statement occurs because of an act of, yet been sold or a failure to act or to act timely by the Initial Investor or its counsel or the SEC, or in the event all of the Registrable Securities may be sold pursuant to Rule 144 or another available exemption under the Act. As used in this Section 2(b), the following terms shall have the following meanings:converted.

Payments by the Company. (i) If the Registration Statement covering the Registrable Securities required to be is not filed as contemplated by this Agreement with the SEC by the Required Filing Date, the Company will make payment to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(a2(b). (ii) hereof If the Registration Statement covering the Registrable Securities is not effective by ninety (90) days following the initial Closing Date (the "relevant Required Effective Date or if there is a Restricted Sale Date") (except as provided by the last sentence of section 2a), then the Company will make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). . (iii) The amount (the "Periodic Amount") to be paid by the Company to the Initial Investor shall be determined as of each Computation Date, Date (as defined below) and such amount shall be equal to one the Periodic Amount Percentage (1%as defined below) percent of the purchase price paid by the Initial Investor Purchase Price for all Debentures then purchased and outstanding pursuant to Purchased Shares for the Securities Purchase Agreement for any period from the date following the relevant Required Filing Date or the Required Effective Date or a Restricted Sale Date, as the case may be, to the first relevant Computation DateDate (each, a "First Period"), and thereafter to each subsequent Computation Date (each, a "Subsequent Period"). The "Periodic Amount Percentage" means two percent (2%) percent of the Purchase Price for each such period (and pro rata for any period less than thirty days). Anything in the preceding provisions of this paragraph (iii) to the next Computation contrary notwithstanding, after the relevant Effective Date the Purchase Price shall be deemed to refer to the Held Shares Value. By way of illustration and three (3%) percent to each Computation Date thereafternot in limitation of the foregoing, until if the Registration Statement is filed on or before the Required Filing Date, but is not declared effective by until seventy-five (75) days after the SEC (Initial Required Effective Date, the "Periodic Amount"). The full Periodic Amount shall be paid by the Company in immediately available funds within three business days after each Computation Date. Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the effectiveness will aggregate five percent (5%) of the Registration Statement occurs because of an act ofPurchase Price (2% for days 1-30, or a failure to act or to act timely by the Initial Investor or its counsel or the SECplus 2% for days 31-60, or in the event all of the Registrable Securities may be sold pursuant to Rule 144 or another available exemption under the Act. As used in this Section 2(bplus 1% for days 61-75), the following terms shall have the following meanings:.

Payments by the Company. (i) If the Registration Statement covering the Registrable Securities required to be is not filed by in proper form with the SEC within thirty (30) days after the Closing Date (the "Required Filing Date"), the Company will make payment to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(a2(b). (ii) hereof If the Registration Statement covering the Registrable Securities is not effective (a) within the earlier of (1) fifteen (15) days after notice by the SEC that it may be declared effective or (2) ninety (90) days following the initial Closing Date (the "Required Effective Date"), or (b) after a Suspension Period (except as provided by the last sentence of section 2adefined below), then the Company will make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). The . (iii) Subject to Section 2(b)(vi) below, the amount (the "Periodic Amount") to be paid by the Company to the Initial Investor shall be determined as of each Computation Date, Date (as defined below) and such amount shall be equal to one (1A) two percent (2%) percent of the purchase price paid by the Initial Investor (the "Purchase Price") for all Debentures Preferred Shares then purchased and outstanding pursuant to the Securities Purchase Agreement for any the period from the date following the Required Filing Date or the Required Effective Date Date, as the case may be, to the first relevant Computation Date, two and (2%B) three percent to the next Computation Date and three (3%) percent to each Computation Date thereafter. By way of illustration and not in limitation of the foregoing, until if the Registration Statement is timely filed but is not declared effective until one hundred sixty-five (165) days after the Closing Date, the Periodic Amount will aggregate eight percent (8%) of the purchase price of the Preferred Shares (2% for days 91-120, plus 3% for days 121-150, plus 3% for days 151-165). (iv) Each Periodic Amount will be payable by the Company in cash or other immediately available funds to the Investor upon demand of the Investor. (v) The parties acknowledge that the damages which may be incurred by the Investor if the Registration Statement is not filed by the Required Filing Date or if the Registration Statement has not been declared effective by the SEC (the "Periodic Amount")Required Registration Date may be difficult to ascertain. The full parties agree that the Periodic Amount shall be paid by represent a reasonable estimate on the Company in immediately available funds within three business days after each Computation Date. part of the parties, as of the date of this Agreement, of the amount of such damages. (vi) Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the effectiveness of the Registration Statement occurs because of an act of, or a failure to act or to act timely by the Initial Investor or its counsel counsel, or the SECas a result of force majeure, or in the event all of the Registrable Securities may be sold pursuant to Rule 144 or another available exemption under the Act. As used in this Section 2(b), the following terms shall have the following meanings:.

Payments by the Company. If the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not effective by within ninety (90) days following after the initial Closing Date (the "Required Effective Initial Date") (except as provided by the last sentence of section 2a), then the Company will make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b2(c). The amount to be paid by the Company to the Initial Investor shall be determined as of each Computation Date, and such amount shall be equal to one and one-half percent (11.5%) percent of the purchase price paid by the Initial Investor for all Debentures then purchased and outstanding the Preferred Stock pursuant to the Securities Stock Purchase Agreement for any period from the Required Effective Initial Date to the first Computation Date, two three percent (23%) percent of the purchase price paid by the Initial Investor for the Preferred Stock pursuant to the Stock Purchase Agreement from the first Computation Date to the next Computation Date Date, and three four percent (34%) percent to for each of the next Computation Date Dates thereafter, until pro rata to the date the Registration Statement is declared effective by the SEC (the "Periodic Amount"); PROVIDED, HOWEVER, that the Company may elect in lieu of payment of any Periodic Amount in cash to pay shares of Common Stock having an Aggregate Market Value equal to the amount of the Periodic Amount if, but only if, such shares are freely tradable by the Initial Investor (which shall be registered with the SEC not later than forty-five (45) days after when the shares are payable by the Company, or the Company shall immediately thereafter pay the Initial Investor in cash the amount due), without any restriction under the Securities Act or any state securities or "blue sky" law. The full Periodic Amount shall be paid by the Company in immediately available funds within three business days after each Computation Date. Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the effectiveness of the Registration Statement occurs because of an act of, or a failure to act or to act timely by the Initial Investor or its counsel or the SEC, or in the event all of the Registrable Securities may be sold pursuant to Rule 144 or another available exemption under the Act. As used in this Section 2(b2(c), the following terms shall have the following meanings:

Payments by the Company. (i) If the Registration Statement covering the Registrable Securities required to be is not filed as contemplated by this Agreement with the SEC by the Required Filing Date, the Company will make payment to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(a2(b). (ii) hereof If the Registration Statement covering the Registrable Securities is not effective by ninety (90) days following the initial Closing Date (the "relevant Required Effective Date or if there is a Restricted Sale Date") (except as provided by the last sentence of section 2a), then the Company will make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). . (iii) The amount (the "Periodic Amount") to be paid by the Company to the Initial Investor shall be determined as of each Computation Date, Date (as defined below) and such amount shall be equal to one the Periodic Amount Percentage (1%as defined below) percent of the purchase price paid by the Initial Investor Purchase Price for all Debentures then purchased and outstanding pursuant to Purchased Shares for the Securities Purchase Agreement for any period from the date following the relevant Required Filing Date or the Required Effective Date or a Restricted Sale Date, as the case may be, to the first relevant Computation DateDate (each, a "First Period"), and thereafter to each subsequent Computation Date (each, a "Subsequent Period"). The "Periodic Amount Percentage" means two percent (2%) percent of the Purchase Price for each such period. Anything in the preceding provisions of this paragraph (iii) to the next Computation contrary notwithstanding, after the relevant Effective Date the Purchase Price shall be deemed to refer to the Held Shares Value. By way of illustration and three (3%) percent to each Computation Date thereafternot in limitation of the foregoing, until if the Registration Statement is filed on or before the Required Filing Date, but is not declared effective by until seventy-five (75) days after the SEC (Initial Required Effective Date, the "Periodic Amount"). The full Periodic Amount shall be paid by the Company in immediately available funds within three business days after each Computation Date. Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the effectiveness will aggregate six percent (6%) of the Registration Statement occurs because of an act ofPurchase Price (2% for days 1-30, or a failure to act or to act timely by the Initial Investor or its counsel or the SECplus 2% for days 31-60, or in the event all of the Registrable Securities may be sold pursuant to Rule 144 or another available exemption under the Act. As used in this Section 2(bplus 2% for days 61-75), the following terms shall have the following meanings:.

Payments by the Company. (i) If the Registration Statement covering the Registrable Securities required to be is not filed in proper form with the SEC by the Required Filing Date, the Company will make payment to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(a2(b). (ii) hereof If the Registration Statement covering the Registrable Securities is not effective by ninety thirty (9030) days following after the initial Closing relevant Required Effective Date or if the Investor is restricted from making sales of Registrable Securities covered by a previously effective Registration Statement at any time (the date such restriction commences, a "Required Effective Restricted Sale Date") after the Effective Date other than during a Suspension Period (except as provided by the last sentence of section 2adefined below), then the Company will make payments to the Initial Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b). . (iii) The amount (the "Periodic Amount") to be paid by the Company to the Initial Investor shall be determined as of each Computation Date, Date (as defined below) and such amount shall be equal to one the Periodic Amount Percentage (1%as defined below) percent of the purchase price paid by Purchase Price for all the Initial Investor Shares for all Debentures then purchased and outstanding pursuant to the Securities Purchase Agreement for any period from the date following the relevant Required Filing Date, Required Effective Date or Restricted Sale Date, as the case may be, to the first relevant Computation Date, and thereafter to each subsequent Computation Date. The "Periodic Amount Percentage" means (A) two percent (2%) percent of the Purchase Price for the period from the date following the relevant Required Filing Date, Required Effective Date or Restricted Sale Date, as the case may be, to the next first relevant Computation Date (prorated on a daily basis if such period is less than thirty [30] days), and (B) three percent (3%) percent of the Purchase Price to each Computation Date thereafter, until the Registration Statement thereafter (prorated on a daily basis if such period is declared effective by the SEC (the "Periodic Amount"less than thirty [30] days). The full Periodic Amount shall be paid by the Company in immediately available funds within three business days after each Computation Date. Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the effectiveness of the Registration Statement occurs because of an act of, or a failure to act or to act timely by the Initial Investor or its counsel or the SEC, or in the event all of the Registrable Securities may be sold pursuant to Rule 144 or another available exemption under the Act. As used in this Section 2(b), the following terms shall have the following meanings:.