Common use of Registration Default Clause in Contracts

Registration Default. If (A) the Registration Statement is not filed in the form required hereby on or before the applicable Filing Deadline or declared effective by the Commission on or before the Registration Deadline, or (B) after the Registration Statement has been declared effective by the Commission and other than during a period in which an Allowed Delay (as hereinafter defined) is in effect, sales of Registrable Securities cannot be made by a Holder under the Registration Statement for any reason not within the exclusive control of such Holder, (each of (A) and (B) being referred to herein as a “Registration Default”), the Company shall make payments to each Holder (each, a “Registration Default Payment”) equal to one percent (1.0%) of the Purchase Price for the Securities then held by such Holder for each thirty (30) day period until the Registration Default is cured (such payment to be prorated for any period in which the Registration Default continues for less than thirty days). Each Registration Default Payment may, at the Company’s option, be paid in cash in immediately available funds or in shares of its Common Stock; provided that if a Registration Default Payment is made in shares of Common Stock, the number of shares issuable as payment shall be equal to the quotient obtained by dividing (i) the amount of such Registration Default Payment by (ii) 97% of the Trading Price as of the last day of the calendar month in which the Registration Default giving rise to such Registration Default Payment occurred or is continuing. Each Registration Default Payment shall be made within five (5) Business Days following the last day of the calendar month in which the Registration Default giving rise to such Registration Default Payment occurred or is continuing. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Purchase Agreement, or otherwise.

Registration Default. If (Aa) Additional dividends (the “Additional Dividends”) with respect to the Series A Preferred Stock shall accrue in accordance with the Certificate of Designations relating to such Series A Preferred Stock and additional interest (the “Additional Interest”) with respect to the Notes shall accrue in accordance with its terms if any of the following events occur during such time as there are Registrable Securities issued or issuable upon conversion of the Series A Preferred Stock or the Notes (each such event in clauses (i) through (iii) below being hereinafter called a “Registration Default”): (i) the Shelf Registration Statement is has not been filed in with the form required hereby SEC on or before the applicable Filing Deadline or declared effective by 90th calendar day following the Commission on or before Closing Date; (ii) the Registration Deadline, or (B) after the Shelf Registration Statement has not been declared effective by the Commission SEC on or before the 180th calendar day after the date of filing of the Shelf Registration Statement; or (iii) the Shelf Registration Statement is declared effective by the SEC but the Shelf Registration Statement thereafter ceases to be effective at any time during which Registrable Securities are outstanding. (b) If a Registration Default exists and other than during is continuing, and either (i) the Shelf Registration Statement has not been declared effective by the SEC on or before the 365th calendar day after the Closing Date or (ii) the Shelf Registration Statement is declared effective by the SEC but the Shelf Registration Statement thereafter ceases to be effective and such failure to be effective continues for a period of 90 consecutive calendar days, or more than 120 days in which an Allowed Delay (as hereinafter defined) is in effect, sales of Registrable Securities cannot be made by a Holder under the Registration Statement for any reason not within the exclusive control of such Holder, (each of (A) and (B) being referred to herein as a “Registration Default”)365 day period, the holders of the Series A Preferred Stock and the Notes shall have the right on such 365th or 91st or 121st day, as the case may be, to require the Company shall make payments to each Holder redeem the outstanding shares of Series A Preferred Stock in accordance the Certificate of Designations relating to such Series A Preferred Stock or the Notes in accordance with its terms (each, a the “Registration Default PaymentRedemption Right”). (c) equal Any Registration Default shall cease to one percent continue, and all Additional Dividends and Additional Interest shall cease to accrue and the Registration Default Redemption Right shall cease be exercisable, upon the earlier of (1.0%i) of the Purchase Price for the Securities then held by date on which such Holder for each thirty (30) day period until the Registration Default is cured (such payment to be prorated for any period in which the Registration Default continues for less than thirty days). Each Registration Default Payment may, at the Company’s option, be paid in cash in immediately available funds or in shares of its Common Stock; provided that if a Registration Default Payment is made in shares of Common Stock, the number of shares issuable as payment shall be equal to the quotient obtained by dividing (i) the amount of such Registration Default Payment by (ii) 97% such date on which there are no longer any Registrable Securities issued or issuable upon conversion of the Trading Price Series A Preferred Stock or Notes, as of the last day of the calendar month in which the Registration Default giving rise to such Registration Default Payment occurred or is continuing. Each Registration Default Payment shall be made within five (5) Business Days following the last day of the calendar month in which the Registration Default giving rise to such Registration Default Payment occurred or is continuing. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Purchase Agreement, or otherwiseapplicable.

Registration Default. If In the event that (Ai) the registration statement to be filed by the Company pursuant to this Section 2 is not filed with the SEC within forty-five (45) days from receipt of the Demand Notice, (ii) such Registration Statement is not filed in the form required hereby on or before the applicable Filing Deadline or declared effective by the SEC within the earlier of one hundred twenty (120) days from receipt of the Demand Notice or five (5) days of clearance by the Commission on or before the Registration Deadline, to request effectiveness or (Biii) after the such Registration Statement has been declared is not maintained as effective by the Commission and other than during Company for the period set forth in Section 2(c) above (each a period "Registration Default") then the Company will pay Holder (pro rated on a daily basis) in which an Allowed Delay (as hereinafter defined) is in effectcash or, sales at the option of Registrable Securities cannot be made by a Holder under the Registration Statement for any reason not within the exclusive control of such Holder, (each in Common Stock based upon the closing price on the trading day prior to the date of (A) payment, as liquidated damages for such failure and (B) being referred to herein not as a “Registration Default”)penalty, the Company shall make payments to each Holder (each, a “Registration Default Payment”) equal to one two percent (1.02%) of the Purchase Price for the Securities then held by such Holder aggregate market value of common stock registered for each thirty (30) day period days thereafter until the Registration Default is cured (such payment to be prorated for any period in which the Registration Default continues for less than thirty days). Each Registration Default Payment may, at the Company’s option, be paid in cash in immediately available funds or in shares of its Common Stock; provided that if a Registration Default Payment is made in shares of Common Stock, the number of shares issuable as payment shall be equal to the quotient obtained by dividing (i) the amount of such Registration Default Payment by (ii) 97% Statement has been filed or declared effective, as the case may be. Such payment of the Trading Price as of the last day of the calendar month in which the Registration Default giving rise to such Registration Default Payment occurred or is continuing. Each Registration Default Payment liquidated damages shall be made to the Holders in cash, within five (5) Business Days following calendar days of demand, provided, however, that the last day payment of such liquidated damages shall not relieve the Company from its obligations to register the Registrable Securities pursuant to this Section. Notwithstanding anything to the contrary contained herein, a failure to maintain the effectiveness of a filed registration statement or the ability of a Holder to use an otherwise effective registration statement to effect resales of Registrable Securities during the period after forty-five (45) days and within ninety (90) days from the end of the calendar month Company's fiscal year resulting solely from the need to update the Company's audited financial statements contained or incorporated by reference in which the such registration statement shall not constitute a Registration Default giving rise and shall not trigger the accrual of liquidated damages hereunder. If the Company does not remit the payment to such Registration Default Payment occurred or is continuing. Any such payment shall be the Holders as set forth above, the Company will pay the Holders reasonable costs of collection, including attorneys' fees, in addition to any other remedies available to each Holder at law or in equity, whether the liquidated damages. The registration of the Registrable Securities pursuant to this provision shall not affect or limit the terms hereof, the Purchase Holders' other rights or remedies as set forth in this Agreement, or otherwise.

Registration Default. If (Ai) the a Resale Shelf Registration Statement is not filed in with the form required hereby SEC on or before prior to the applicable Filing Deadline date that is one year after the date hereof or is not declared effective by the Commission on or before the Registration DeadlineSEC as promptly as reasonably possible thereafter (but in any event not later than 60 days after filing), or (B) after the any post-effective amendment or supplement to such Resale Shelf Registration Statement has been that is required to be filed and made effective is not filed and declared effective by the Commission SEC in accordance with Section 2.01(a)(ii), Section 2.01(c) or Section 2.01(e), or (ii) if a Shelf Registration has been declared or become effective but ceases to be effective or usable for the offer and other than during a period sale of the Registrable Securities (without being succeeded immediately by an effective replacement registration statement), or the Shelf Registration or prospectus contained therein ceases to be usable in which an Allowed Delay (as hereinafter defined) is in effect, sales connection with the resales of Registrable Securities cannot be made by for a Holder period of time which exceeds sixty (60) days in the aggregate in any consecutive 12-month period because of a suspension under the Registration Statement for any reason not within the exclusive control of such HolderSection 2.04, interruption under Section 2.03(b) or otherwise (each of (Ai) and or (B) being referred to herein as ii), a “Registration Default”)) (provided that, if the Company shall make payments registration statement ceases to each Holder (each, a “Registration Default Payment”) equal to one percent (1.0%) of the Purchase Price be effective or usable for the offer, sale and resale of Registrable Securities then held by such Holder under clause (ii) solely as a result of requirement to file a post-effective amendment or supplement to the prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for each thirty (30) day period until the Registration Default is cured (such payment to be prorated for any period in which the Registration Default continues for less than thirty days). Each Registration Default Payment may, therein at the Company’s optionrequest of any Holder, be paid in cash in immediately available funds or in shares of its Common Stock; provided that if such default shall not constitute a Registration Default Payment is made with respect to such Holder), then, as partial relief for the damages to any Holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock, the number Stock (which remedy shall not be exclusive of shares issuable as payment shall be equal to the quotient obtained by dividing (i) the amount of such Registration Default Payment by (ii) 97% of the Trading Price as of the last day of the calendar month in which the Registration Default giving rise to such Registration Default Payment occurred or is continuing. Each Registration Default Payment shall be made within five (5) Business Days following the last day of the calendar month in which the Registration Default giving rise to such Registration Default Payment occurred or is continuing. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether including, without limitation, specific performance or the additional obligation of the Company to register any Common Stock), the Company shall pay to each Holder of Registrable Securities relating to such Resale Shelf Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the aggregate purchase price of the Registrable Securities included in such Resale Shelf Registration Statement on each of the following dates: (i) the day of a Registration Default and (ii) on the thirtieth day after the date of a Registration Default and every thirtieth day thereafter (pro-rated for periods totaling less than thirty days) until such Registration Default is cured. The payments to which a Holder shall be entitled pursuant to this Section 2.12 are referred to herein as “Registration Default Payments.” In no event shall the terms hereofaggregate amount of all Registration Default Payments payable to a Holder exceed seven and one-half percent (7.5%) of the aggregate purchase price of the Registrable Securities included in such Resale Shelf Registration Statement. Registration Default Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Default Payments is cured. In the event the Company fails to make Registration Default Payments in a timely manner, such Registration Default Payments shall bear interest at the Purchase Agreement, or otherwiserate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full.

Registration Default. (a) If (A) the Shelf Registration Statement is has not filed in the form required hereby been declared effective on or before 5:00 p.m. eastern time on the applicable Filing Deadline or declared effective Effective Date and there are as of such date any outstanding Registrable Securities, the Company shall become obligated to pay to each Investor who continues to hold Registrable Securities on the Effective Date a cash payment equal to one percent (1%) of the last reported sales price of one Common Share on the trading day immediately preceding the Closing Date, as reported by the Commission on or before Nasdaq Stock Market (the Registration Deadline"Last Reported Sales Price"), or (B) after multiplied by the number of Registrable Securities held by such Investor as of the Effective Date. In addition, until the Shelf Registration Statement has been declared effective by the Commission and other than during a period in which an Allowed Delay (as hereinafter defined) is in effect, sales of Registrable Securities cannot be made by a Holder under the Registration Statement for any reason not within the exclusive control of such Holder, (each of (A) and (B) being referred to herein as a “Registration Default”)effective, the Company shall make payments become obligated to pay to each Holder Investor who continues to hold Registrable Securities on the first day of each calendar month after the Effective Date (each, each a “Registration Default Payment”"Subsequent Computation Date") a cash payment equal to one percent (1.01%) of the Purchase Last Reported Sales Price for multiplied by the number of Registrable Securities then held by such Holder for Investor as of such Subsequent Computation Date. (b) If the Company exceeds the Maximum Blackout Periods permitted under this Agreement and there are then outstanding any Registrable Securities included on the Shelf Registration Statement, the Company shall become obligated to pay to each thirty Investor who continues to hold Registrable Securities included on the Shelf Registration Statement on the date that the Maximum Blackout Periods are exceeded (30the "First Blackout Penalty Date") day period until a cash payment equal to one percent (1%) of the Registration Default is cured (such payment to be prorated for any period in which the Registration Default continues for less than thirty days). Each Registration Default Payment may, at the Company’s option, be paid in cash in immediately available funds or in shares of its Common Stock; provided that if a Registration Default Payment is made in shares of Common Stock, Last Reported Sales Price multiplied by the number of shares issuable any such Registrable Securities held by such Investor as of such First Blackout Penalty Date. In addition, until use of the prospectus contained within the Shelf Registration Statement is no longer suspended pursuant to such Blackout Period, the Company shall become obligated to pay to each Investor who continues to hold Registrable Securities included in the Shelf Registration Statement on the first day of each calendar month after the First Blackout Penalty Date (each a "Subsequent Blackout Penalty Date") a cash payment shall be equal to one percent (1%) of the quotient obtained Last Reported Sales Price multiplied by dividing (i) the amount number of such Registration Default Payment remaining Registrable Securities held by (ii) 97% of the Trading Price such Investor as of the last day of the calendar month in which the Registration Default giving rise to such Registration Default Payment occurred or is continuing. Each Registration Default Payment Subsequent Blackout Penalty Date. (c) All payments made under this Section 8 shall be made within five (5) Business Days following business days after the last day Effective Date, the First Blackout Penalty Date, or the relevant Subsequent Computation Date or Subsequent Blackout Penalty Date, as the case may be, and shall be deemed and considered for all purposes to be liquidated damages and not a penalty. As expressed in Section 20 of this Agreement, it is agreed that the calendar month in which the Registration Default giving rise payments made to each Investor under this Section 8 shall not constitute such Registration Default Payment occurred or is continuing. Any Investor's exclusive remedy, and such payment payments shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Purchase Agreement, or otherwisesuch Investor under applicable law.

Registration Default. If (Ai) the Registration Statement is not filed in the form required hereby on or before the applicable Filing Deadline or declared effective by the Commission on or before the Registration Deadline, or (Bii) after the Registration Statement has been declared effective by the Commission and other than during a period in which an Allowed Delay (as hereinafter defined) is in effectCommission, sales of Registrable Securities cannot be made by a Holder under the Registration Statement for any reason not within the exclusive control of such HolderHolder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)); provided, that the failure of the Registration Statement to remain effective after the two (2) year anniversary of its initial effective date thereof if at such time all of the Conversion Shares issued or issuable upon conversion of the Preferred Shares are freely saleable pursuant to Rule 144(k), shall not be a deemed to be a Registration Default hereunder, (iii) the Common Stock ceases to be listed on the Nasdaq National Market, the Nasdaq SmallCap Market or the New York Stock Exchange, (iv) the Company fails to submit a request for acceleration within the time frames required hereby, or (v) an amendment or supplement to the Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(k) below is not filed on or before the date required by such paragraph (each of the foregoing clauses (Ai), (ii), (iii), (iv) and (Bv) being referred to herein as a “"Registration Default”"), the Company shall make payments a cash payment to each Holder (eachHolder, a “Registration Default Payment”) equal to one percent (1.0%) of the Purchase Price for the Securities then held by such Holder for each thirty (30) day period until the Registration Default is cured (such payment to be prorated for any period or part thereof in which the Registration Default continues for less than thirty days). Each Registration Default Payment may, at the Company’s option, be paid in cash in immediately available funds or in shares of its Common Stock; provided that if a Registration Default exists, equal to the product of (A) the Per Share Default Payment is made in shares Amount times (B) the sum of Common Stock, (I) the number of shares issuable as payment shall be equal to Conversion Shares into which the quotient obtained Preferred Shares then held by dividing such Holder are convertible at the Conversion Price then in effect plus (iII) the amount number of such Registration Default Payment by (ii) 97% of the Trading Price as of the last day of the calendar month in Warrant Shares for which the Registration Default giving rise Warrants then held by such Holder are exercisable at the Exercise Price then in effect, in each case without regard to any limitation on such Registration Default Payment occurred conversion or is continuingexercise contained in the Articles of Amendment, the Warrants or any other Transaction Documents. Each Registration Default Payment such payment shall be made within five (5) Business Days following the last day of the each calendar month in which the a Registration Default giving rise to such Registration Default Payment occurred or is continuingexisted. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Securities Purchase Agreement, the Articles of Amendment, or otherwise. Notwithstanding the foregoing, a Registration Default under clauses (ii), (iii) or (v) shall not be deemed to be a Fundamental Change (under and as defined in the Articles of Amendment) giving rise to a Mandatory Redemption right under the Articles of Amendment provided the Company has used its best efforts to prevent the occurrence of such Registration Default and continues after the occurrence thereof to use its best efforts to cure such Registration Default.

Registration Default. If The Company agrees that (Ai) the Registration Statement is not filed in the form required hereby on or before the applicable Filing Deadline or declared effective by the Commission on or before the Registration Deadline, or (B) after if the Registration Statement has not been filed within 30 days after the date of this Agreement, (ii) if the Registration Statement has not been amended to address comments of the staff of the SEC that require an amendment or a request of the SEC or such staff for an amendment, within 30 days following the Company’s receipt of any such comments or request (subtracting from such number of days any number of days, but not exceeding 30 days, during which the Company has failed to use reasonable efforts to prepare and file such amendment; and adding to such number of days any delay exceeding 10 days caused by the Investors in submitting, following written request therefor made by the Company, any information required from them to prepare such amendment), (iii) if the Registration Statement has not, in the event of a “no review” or “limited review” of the Registration Statement by the SEC, been declared effective by the SEC within 60 days after the date of this Agreement, (iv) if the Registration Statement has not, in any event, been declared effective by the SEC within 120 days after the Closing Date, (v) if the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 under the Securities Act within five business days of the date the Company is first notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be reviewed or that it is not subject to any further review, or (vi) if (1) the Company suspends sales or dispositions and other than during a period offers therefor of the Registrable Securities in which an Allowed Delay accordance with Section 4 or (as hereinafter defined2) on any day after the date the Registration Statement is in effect, initially declared effective by the SEC sales of all the Registrable Securities required to be included in such Registration Statement cannot be made by a Holder under the pursuant to such Registration Statement including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register sufficient shares of Common Stock or to list or maintain the listing of the Common Stock (including the Registrable Securities), in each case described in clause (1) or clause (2) immediately above, for more than an aggregate of 60 days during any reason not within the exclusive control period of 12 months (each such Holderevent referred to in clause (i), (each of ii), (Aiii), (iv), (v) and or (B) being referred to herein as vi), a “Registration Default”), then the Company shall make payments will pay to each Holder (eachInvestor, as liquidated damages and not as a “Registration Default Payment”) penalty, in cash, an amount equal to one percent (1.01%) of the Purchase Price for aggregate amount invested by such Investor under the Securities then held by such Holder Purchase Agreement for each thirty 30-day period, or portion thereof, that a Registration Default exists under clause (30i), (ii), (iii) , (iv), (v) or (vi), above, but liquidated damages shall not be duplicated on account of multiple Registration Defaults existing simultaneously and shall not exceed an aggregate of 10%. Accordingly, if two or more Registration Defaults exist simultaneously, there shall nevertheless be only one accrual of liquidated damages during the period of such simultaneous Registration Defaults. Such payments of liquidated damages shall be made on the first day period of each calendar quarter with respect to penalties accrued during the preceding calendar quarter. If the Company fails to make any such payments on the dates set forth above, such payments shall bear interest at the rate of 10% per annum until paid in full. Subject to the Investor’s right to specific performance, but otherwise notwithstanding anything to the contrary in this Agreement or the Securities Purchase Agreement, the Company’s payment of liquidated damages as provided in this Section 8 shall be the Investor’s sole and exclusive remedy in the event of any Registration Default; provided, however, that if the foregoing remedy is deemed unenforceable by a court of competent jurisdiction, or if the Registration Default is cured (such payment to be prorated for any period in which caused by the Registration Default continues for less than thirty days). Each Registration Default Payment may, at the Company’s option, be paid in cash in immediately available funds bad faith or in shares of its Common Stock; provided that if a Registration Default Payment is made in shares of Common Stock, the number of shares issuable as payment shall be equal to the quotient obtained by dividing (i) the amount of such Registration Default Payment by (ii) 97% willful misconduct of the Trading Price as of Company in complying with its obligations under this Agreement, then the last day of the calendar month in which the Registration Default giving rise to such Registration Default Payment occurred or is continuing. Each Registration Default Payment Investor shall be made within five (5) Business Days following the last day of the calendar month in which the Registration Default giving rise to such Registration Default Payment occurred or is continuing. Any such payment shall be in addition to any have all other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Purchase Agreement, or otherwise.

Registration Default. If (Aa) The Company agrees that, in the event that (i) the Registration Statement is has not filed in the form required hereby on or before the applicable Filing Deadline or declared effective by the Commission on or before the Registration Deadline, or (B) after the Registration Statement has been declared effective by the Commission and other than during a period in which an Allowed Delay SEC on or before March 30, 2007 or (as hereinafter definedii) is in effect, sales if effectiveness of Registrable Securities cannot be made by a Holder under the Registration Statement is suspended at any time other than pursuant to a Suspension Notice while any Registrable Securities remain outstanding (each, a "Registration Default"), for any reason not within thirty-day period (a "Liquidated Damages Period") during which the exclusive control of such Holder, (each of (A) and (B) being referred to herein as a “Registration Default”)Default remains uncured, the Company shall make payments pay an aggregate of $250,000 to the Holders, which cash payment shall be made on a pro rata basis in accordance with each Holder (each, a “Registration Default Payment”) equal to one percent (1.0%) Holder's percentage holding of the Purchase Price for the Securities then held by such Holder outstanding Registrable Securities, for each thirty (30) day period until the Registration Default is cured (such payment to be prorated for any period in Liquidated Damages Period during which the Registration Default continues for less than thirty days). Each Registration Default Payment mayremains uncured; provided, at the Company’s optionhowever, be paid in cash in immediately available funds or in shares of its Common Stock; provided that if a Holder fails to provide the Company with any information that is required to be provided in the Registration Default Payment is made in shares Statement with respect to such Holder as set forth herein, then the commencement of Common Stock, the Liquidated Damages Period described above shall be extended until two business days following the date of receipt by the Company of such required information; provided further that the amount payable to any Holder hereunder for any partial Liquidated Damages Period shall be prorated for the number of shares issuable as actual days during such Liquidated Damages Period during which a Registration Default remains uncured. (b) The Company shall deliver said cash payment to the Holders by the seventh business day after the end of each such Liquidated Damages Period. If the Company fails to pay said cash payment to the Holders in full by the seventh business day after the end of such Liquidated Damages Period, the Company will pay interest thereon at a rate of 10% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holders, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. (c) Notwithstanding the other provisions of this Section 4, the maximum amount of liquidated damages which the Company may be obligated to pay under this Section 4 shall be equal limited to $2,000,000 (the quotient obtained by dividing (i) the amount of such Registration Default Payment by (ii) 97% of the Trading Price as of the last day of the calendar month in which the Registration Default giving rise to such Registration Default Payment occurred or is continuing. Each Registration Default Payment shall be made within five (5) Business Days following the last day of the calendar month in which the Registration Default giving rise to such Registration Default Payment occurred or is continuing. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Purchase Agreement, or otherwise"Liquidated Damages Cap").

Registration Default. If (Aa) The Company agrees that, in the event that (i) the Registration Statement is has not filed in the form required hereby on or before the applicable Filing Deadline or declared effective by the Commission on or before the Registration Deadline, or (B) after the Registration Statement has been declared effective by the Commission and other than during a period in which an Allowed Delay SEC on or before July 11, 2008, or (as hereinafter definedii) is in effect, sales if effectiveness of Registrable Securities cannot be made by a Holder under the Registration Statement for is suspended at any reason not within the exclusive control of such Holdertime other than pursuant to a Suspension Notice while any Registrable Securities remain outstanding (each, (each of (A) and (B) being referred to herein as a “Registration Default”, and July 11, 2008 or the time when the Registration Statement is suspended, as the case may be, the “Registration Default Date”), the Company shall make payments pay an aggregate of $80,000 to the Holders for each Holder (each, a “thirty-day period after such Registration Default Payment”) equal to one percent (1.0%) of the Purchase Price for the Securities then held by such Holder for each thirty (30) day period Date until the Registration Default is cured (such payment to be prorated for any period in July 11, 2009 during which the Registration Default continues remains uncured, and thereafter the Company shall pay an aggregate of $500,000 to the Holders for less than thirty days). Each each six-month period (such six-month period or thirty-day period, the “Liquidated Damages Period”) until June 30, 2014 during which the Registration Default Payment may, at the Company’s option, be paid in remains uncured; each such cash in immediately available funds or in shares of its Common Stock; provided that if a Registration Default Payment is made in shares of Common Stock, the number of shares issuable as payment shall be equal to the quotient obtained by dividing (i) the amount of such Registration Default Payment by (ii) 97% made on a pro rata basis in accordance with each Holder’s percentage holding of the Trading Price as then outstanding Registrable Securities and, in the case of amounts accruing after July 11, 2009 shall be payable on the last day of such six-month period; provided, however, that if a Holder fails to provide the calendar month Company with any information that is required to be provided in which the Registration Statement with respect to such Holder as set forth herein, then the Registration Default giving rise Date as to such Registration Default Payment occurred or is continuing. Each Registration Default Payment Holder shall be made within extended until five (5) Business Days business days following the last date of receipt by the Company of such required information; provided further that the amount payable to any Holder hereunder for any partial Liquidated Damages Period shall be prorated for the number of actual days during such Liquidated Damages Period during which a Registration Default remains uncured. (b) The Company shall deliver said cash payment to the Holders by the seventh business day of the calendar month in which after the Registration Default giving rise and for any subsequent Liquidated Damages Period, the Company shall make said cash payment no later than the seventh business day after the end of each such monthly Liquidated Damages Period. If the Company fails to such pay said cash payment to the Holders in full by the seventh business day after the Registration Default Payment occurred or the end of such Liquidated Damages Period, as the case may be, the Company will pay interest thereon at a rate of 10% per annum (or such lesser maximum amount that is continuing. Any such payment shall permitted to be in addition to any other remedies available to each Holder at law or in equity, whether pursuant paid by applicable law) to the terms hereofHolders, accruing daily from the Purchase Agreementdate such liquidated damages are due until such amounts, or otherwiseplus all such interest thereon, are paid in full.

Registration Default. If The parties hereto agree that the Holders will suffer damages if the Company fails to fulfill its obligations under this Section 2.1 and that, in such case, it would not be feasible to ascertain the extent of such damages with precision. Accordingly, subject to Section 2.1(b), if: (Ai) the Company does not file a Registration Statement covering all the Registrable Securities on or before the Filing Deadline; (ii) such Registration Statement is not filed in the form required hereby on or before the applicable Filing Deadline or declared effective by the Commission on or before the Registration Effectiveness Deadline, or ; (Biii) after the Company extends any Suspension Period (as defined below) beyond forty-five (45) days during any consecutive one hundred eighty (180) day period; or (iv) a Registration Statement has been is filed and declared effective by but, during the Commission and other than during applicable Effectiveness Period, a period in which an Allowed Delay (as hereinafter defined) is in effect, sales of Registrable Securities cannot be made by a Holder under the Registration Statement is not effective for any reason or the Prospectus contained therein is not available for use for any reason, in each case other than due to a Suspension Period as provided in Section 2.3(c), for its intended purpose without such disability being cured within ten (10) Business Days by an effective post-effective amendment to such Registration Statement, a supplement to the exclusive control Prospectus, or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such Holder, failure or the effectiveness of the Registration Statement; (each of (A) and (B) being such event referred to herein as in foregoing clauses (i) through (iv), a “Registration Default”), then for so long as any Convertible Notes, Series 1 Preferred Stock or Registrable Securities are outstanding, in such event as partial relief for the damages to any Holder by reason of any such delay in or reduction of its ability to sell any Registrable Securities and not as a penalty (which remedy will not be exclusive of any other remedies available at law or equity), the Company shall make payments hereby agrees to pay to each Holder (eachof Convertible Notes, a “Registration Default Payment”) Series 1 Preferred Stock or Registrable Securities then outstanding an aggregate amount equal to one percent 0.25% per year on all outstanding Convertible Notes (1.0%) and all outstanding shares of Series 1 Preferred Stock and Common Stock to the extent any Convertible Notes have been exchanged pursuant to the Purchase Price for Agreement or converted prior to the Securities then held by such Holder for each thirty (30) day period until occurrence of the Registration Default is cured (and such payment to be prorated for any period in which the Registration Default continues for less than thirty days). Each Registration Default Payment may, at the Company’s option, be paid in cash in immediately available funds Preferred Conversion Shares or in shares of its Common Stock; provided that if a Registration Default Payment is made in shares of Common Stock, as applicable, remain Registrable Securities) held by such Holders for the first 90 days after such Registration Default and then, if such Registration Default is then continuing, 0.50% per year on all outstanding Convertible Notes (and all outstanding shares of Series 1 Preferred Stock or Common Stock to the extent any Convertible Notes have been exchanged pursuant to the Purchase Agreement converted prior to the occurrence of the Registration Default and such Preferred Conversion Shares or shares of Common Stock, as applicable, remain Registrable Securities) held by such Holders (such payment, “Additional Amounts”); provided that any payment on shares of Series 1 Preferred Stock or Common Stock will be calculated based on the principal amount of the Convertible Notes as a result of exchange or conversion of which such shares of Series 1 Preferred Stock or Common Stock, as applicable, have been issued to the extent such Preferred Conversion Shares or shares of Common Stock constitute Registrable Securities; provided, further, that any such Additional Amounts will cease to accrue to Holders hereunder when any such Registration Default will cease, be remedied or be cured. In no event shall Additional Amounts accrue under the terms of this Agreement at a rate in excess of 0.50% per annum pursuant to this Agreement when combined with any Additional Interest payable pursuant to the Indenture, regardless of the number of shares issuable as payment shall be equal to the quotient obtained by dividing (i) the amount of such Registration Default Payment by (ii) 97% of the Trading Price as of the last day of the calendar month in which the Registration Default events or circumstances giving rise to the requirement to pay such Registration Default Payment occurred or is continuing. Each Registration Default Payment shall be made within five (5) Business Days following the last day of the calendar month in which the Registration Default giving rise to such Registration Default Payment occurred or is continuing. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Purchase Agreement, or otherwiseAdditional Amounts.

Registration Default. If The Company further agrees that, in the event that (Aa) the Registration Statement is (i) has not been filed in with the form required hereby on or before SEC by the applicable Required Filing Deadline or Date, (ii) has not been declared effective by the Commission on or before SEC with respect to all of the Registration Deadline, Registrable Securities by the Required Effectiveness Date or (Biii) after the Registration Statement has been is declared effective by the Commission and other than SEC, is suspended by the Company or ceases to remain continuously effective at all times during a period in which an Allowed Delay (the Registration Period as hereinafter defined) is in effect, sales of to all applicable Registrable Securities cannot be made by a Holder under the for which such Registration Statement for any reason not is required to be effective, other than, in each case, within the exclusive control of time period(s) permitted by Section 2.7(b), or (b) the Company has failed to perform its obligations set forth in Section 2.4 within the time periods required therein (each such Holderevent referred to in clauses (a)(i), (each of (Aii) and (Biii) being referred to herein as and clause (b), a “Registration Default”), for all or part of one or more thirty-day periods (each a “Penalty Period”) during which the Registration Default remains uncured, the Company shall make payments pay to each Holder (eachthe Holders, a “Registration Default Payment”) equal pro rata to one percent (1.0%) their holdings of Registrable Securities, 1.50% of the Purchase Price for (the Securities then held by such Holder “Penalty”) for each thirty Penalty Period (30or partial Penalty Period) day period until the Registration Default is cured (such payment to be prorated for any period in during which the Registration Default continues for less than thirty days). Each Registration Default Payment mayremains uncured; provided, at the Company’s option, be paid in cash in immediately available funds or in shares of its Common Stock; provided however that if the primary cause of a Registration Default Payment is made in shares of Common Stock, the number of shares issuable as payment shall be equal to the quotient obtained by dividing (i) the amount of such Holders’ failure to provide the Company with any information that is required to be provided in the applicable Registration Default Payment by (ii) 97% Statement with respect to the Holders as set forth herein, then the commencement of the Trading Price as of the last day of the calendar month in which the Registration Default giving rise to such Registration Default Payment occurred or is continuing. Each Registration Default Payment Penalty Period described above shall be made within extended until five (5) Business Days following the last day date of receipt by the Company of such required information or (ii) not the result of the calendar month in which Company’s action or omission or is the result of the Holder’s non-payment of the Registration Default giving rise Expenses, then there should be no Penalty incurred pursuant to Section 2.1. The Company shall make any such Registration Default Payment occurred required payments by wire transfer of immediately available funds to the accounts designated by the Holders, on or is continuingbefore the fifth Business Day after the end of each applicable Penalty Period. Any If the Company fails to make any such payment in full by the fifth Business Day after the end of such Penalty Period, the Company shall pay interest on such overdue amounts at the highest rate then accruing with respect to the outstanding Indebtedness of the Company (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holders, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The cash payments provided by this Section 2.3 shall be in addition to any to, and not in lieu of, such other remedies available to damages the Holders may establish in connection with each Holder at law or in equity, whether pursuant to the terms hereof, the Purchase Agreement, or otherwiseRegistration Default.

Registration Default. If (Aa) Each event referred to in the following clauses (i) through (v) is a “Registration Default”: (i) the Shelf Registration Statement is not filed in the form required hereby on or before the applicable Filing Deadline or declared effective by with the Commission prior to or on or before the Registration Shelf Filing Deadline, or ; (Bii) after the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date; (iii) except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement is filed and other than declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five (5) Business Days by a period post-effective amendment to the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in which an Allowed Delay the case of a post-effective amendment, is itself immediately declared effective; (as hereinafter definediv) a post-effective amendment or a supplement to a related Prospectus required pursuant to Section 2(e) is in effect, sales of Registrable Securities cannot be made filed by a Holder under the Registration Statement for any reason not within Amendment Filing Target Date or declared effective on or prior to the exclusive control of such Holder, Amendment Effectiveness Deadline Date; or (each of v) (A) and prior to or on the 45th or 60th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) being referred to herein as a “Registration Default”)Suspension Periods exceed an aggregate of 90 days in any 360-day period. For purposes of this Agreement, the Company shall make payments to each Holder (each, a “Registration Default Payment”) equal to one percent (1.0%) of set forth above shall begin and be cured on the Purchase Price for dates set forth in the Securities then held by such Holder for each thirty (30) day period until the Registration Default is cured (such payment to be prorated for any period in which the Registration Default continues for less than thirty days). Each Registration Default Payment may, at the Company’s option, be paid in cash in immediately available funds or in shares of its Common Stock; provided that if a Registration Default Payment is made in shares of Common Stock, the number of shares issuable as payment shall be equal to the quotient obtained by dividing table below: (i) Shelf Filing Deadline the amount of such date the Shelf Registration Default Payment by Statement is filed (ii) 97% of Effectiveness Target Date the Trading Price as of date the last day of Shelf Registration Statement is declared effective by the calendar month in which Commission (iii) the Registration Default giving rise to such Registration Default Payment occurred or is continuing. Each Registration Default Payment shall be made within date five (5) Business Days following the last day date that the Shelf Registration Statement ceases to be effective or fails to be usable the date any post-effective amendment is declared effective by the Commission or any supplement to the Prospectus or report is filed that makes the Shelf Registration Statement usable (iv) Amendment Filing Target Date the date the prospectus supplement or post-effective amendment is filed Amendment Effectiveness Deadline Date the date any required post-effective amendment is declared effective by the Commission (v) the date on which a Suspension Period, or the aggregate duration of Suspension Periods in any period, exceeds the permitted number of days termination of the calendar month applicable Suspension Period In the absence of any intentional misconduct by the Company, the increased interest rate set forth in which Section 2.1 (iii) of the Registration Default giving rise to such Registration Default Payment occurred or is continuing. Any such payment Debentures shall be in addition to any other the exclusive monetary remedies available to the Holders for each Holder at law or in equity, whether pursuant to the terms hereof, the Purchase Agreement, or otherwiseRegistration Default.

Registration Default. If (Ai) the a Registration Statement is not filed in the form required hereby on or before the applicable Filing Deadline or declared effective by the Commission on or before the Registration Deadline, or (Bii) after the Registration Statement has been declared effective by the Commission and other than during a period in which an Allowed Delay (as hereinafter defined) is in effectCommission, sales of Registrable Securities (other than such Registrable Securities as are then freely saleable pursuant to Rule 144) cannot be made by Battery (in the case of a Holder 2011 Registration Statement), or Battery or PAR (in the case of a 2013 Registration Statement) under the such Registration Statement for any reason not within the exclusive control of Battery or PAR, as applicable, and for a reason that is under the control of the Company (other than during a Black-out Period (as defined below)), (iii) the Common Stock ceases to be traded on the electronic Bulletin Board or listed on the Nasdaq Stock Market or the New York Stock Exchange, or (iv) an amendment or supplement to a Registration Statement, or a new registration statement, required to be filed pursuant to the terms of Section 4(j) below, is not filed on or before the date required by such Holder, Section (each of the foregoing clauses (Ai), (ii), (iii) and or (Biv) being referred to herein as a “Registration Default”), the Company shall make cash payments to each Holder (eachBattery or PAR, a “Registration Default Payment”) as applicable, equal to one percent (1.01%) of the aggregate Purchase Price paid by Battery or PAR, as applicable, for the its Registrable Securities then held by requested to be included in such Holder Registration Statement, for each thirty (30) day period until the in which a Registration Default is cured (exists, such payment to be prorated pro rated for any period in which the Registration Default continues for less than portion of any such thirty days). Each Registration Default Payment may, at the Company’s option, be paid in cash in immediately available funds or in shares of its Common Stock(30) day period; provided that if a Registration Default Payment is made in shares of Common Stock, the number of shares issuable as such payment shall be equal to the quotient obtained by dividing (i) the amount of such Registration Default Payment by (ii) 97may not exceed 10% of the Trading aggregate Purchase Price paid by Battery or PAR, as of the last day of the calendar month applicable, for its Registrable Securities requested to be included in which the Registration Default giving rise to such Registration Default Payment occurred or is continuingStatement. Each Registration Default Payment such payment required to be made under this Section 2(d) shall be made within five (5) Business Days following the last day of the each calendar month in which the a Registration Default giving rise exists. The foregoing represents the sole monetary remedy to such Battery or PAR, as applicable, for a Registration Default Payment occurred Default. In no event shall the Company be required to pay cash payments in excess of the applicable amount set forth above, regardless of whether one or is continuing. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Purchase Agreement, or otherwisemultiple Registration Defaults exist.

Registration Default. If Subject to Section 6(a) hereof, if the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 1(a) is not (Ai) filed with the Commission by the Filing Deadline (a "Filing Default"), or (ii) declared effective by the Commission within 90 days after the date of the Closing (or, if the Registration Statement is reviewed by the Commission, within 120 days after the date of the Closing) (the "Effectiveness Deadline") (an "Effectiveness Default"; each of a Filing Default and an Effectiveness Default being referred to herein as a "Registration Default"), then, as the exclusive remedy in respect of such Registration Default, the Company shall pay, as liquidated damages and not as a penalty, to the Purchasers (pro rata to each Purchaser, based upon the number of Registrable Securities held by each Purchaser on the date payment is due) an amount equal to the Applicable Default Percentage (defined below) multiplied by the aggregate Purchase Price (as defined in the Securities Purchase Agreement ) paid for the Preferred Shares for every 30 calendar days following the Filing Deadline or Effectiveness Deadline, as the case may be, that the Registration Statement is not filed or declared effective, as the case may be (the "Payment Amount"). Such amount shall be paid by the Company to the Purchasers within three days after each Computation Date. As used in this Section 1(d), "Computation Date" means the form required hereby on or before date which is 30 days after the applicable Filing Deadline date of the Registration Default and, if the Registration Statement to be filed by the Company pursuant to Section 1(a) has not theretofore been filed with the Commission or declared effective by the Commission on Commission, as the case may be, each date which is 30 days after the previous Computation Date, until such Registration Statement is so filed or before declared effective, as the Registration Deadline, or (B) case may be. Within three days after the Registration Statement has been is filed with the Commission, in the case of a Filing Default, or within three days after the Registration Statement is declared effective by the Commission, in the case of an Effectiveness Default, the Company shall pay to the Purchasers (pro rata to each Purchaser, based upon the number of Registrable Securities held by each Purchaser at the time payment is due) a pro rata portion of the Payment Amount, based on the number of days between the, as applicable, date of the Registration Default or last Computation Date. For the avoidance of doubt, (x) the Company shall not pay under this Section 1(d) in respect of any 30-day period and in respect of all Registration Defaults more than an amount equal to the Applicable Default Percentage multiplied by the aggregate Purchase Price ; and (y) if a Filing Default occurs and the Registration Statement is subsequently filed with the Commission, then no Payment Amount shall be payable in respect of the period following filing of the Registration Statement with the Commission, unless the Registration Statement is not declared effective by the Commission and other than during a period in which an Allowed Delay (as hereinafter defined) is in effect, sales of Registrable Securities cannot be made by a Holder under prior to the Registration Statement for any reason not within the exclusive control of such Holder, (each of (A) and (B) being referred to herein as a “Registration Default”)Effectiveness Deadline. As used herein, the Company shall make payments term "Applicable Default Percentage" means, prior to each Holder one hundred and fifty (each150) days following the Closing Date, a “Registration Default Payment”) equal to one percent (1.01%) of the Purchase Price for the Securities then held by such Holder for each thirty and, thereafter, two percent (30) day period until the Registration Default is cured (such payment to be prorated for any period in which the Registration Default continues for less than thirty days2%). Each Registration Default Payment may, at the Company’s option, be paid in cash in immediately available funds or in shares of its Common Stock; provided that if a Registration Default Payment is made in shares of Common Stock, the number of shares issuable as payment shall be equal to the quotient obtained by dividing (i) the amount of such Registration Default Payment by (ii) 97% of the Trading Price as of the last day of the calendar month in which the Registration Default giving rise to such Registration Default Payment occurred or is continuing. Each Registration Default Payment shall be made within five (5) Business Days following the last day of the calendar month in which the Registration Default giving rise to such Registration Default Payment occurred or is continuing. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Purchase Agreement, or otherwise.

Registration Default. If any of the following events shall occur (A) the Registration Statement is not filed in the form required hereby on or before the applicable Filing Deadline or declared effective by the Commission on or before the Registration Deadlineeach, or (B) after the Registration Statement has been declared effective by the Commission and other than during a period in which an Allowed Delay (as hereinafter defined) is in effect, sales of Registrable Securities cannot be made by a Holder under the Registration Statement for any reason not within the exclusive control of such Holder, (each of (A) and (B) being referred to herein as a “Registration Default”), then the Company shall make payments to each Holder (each, a “pay Registration Default Payment”Dividends (as defined in the Series B Certificate of Designations) equal to the Investors as contemplated in the Series B Certificate of Designations: (a) if a Resale Shelf Registration Statement is not filed with the SEC on or prior to the date that is 120 days after the date hereof; (b) if a Resale Shelf Registration Statement is filed but not declared effective by the SEC (or has not become effective in the case of an automatic shelf registration statement) on or prior to the date that is 180 days after the date hereof; or (c) if a Shelf Registration has been declared or become effective but ceases to be effective or usable for the offer and sale of the Registrable Securities (without being succeeded immediately by an effective replacement registration statement), or the Shelf Registration or prospectus contained therein ceases to be usable in connection with the resales of Registrable Securities for a period of time which exceeds one percent hundred and twenty (1.0%120) days in the aggregate in any consecutive 12-month period because of a suspension under Section 3.04 or otherwise; provided that, no such Registration Default Dividends shall accrue under this Section 3.12(c) if the registration statement ceases to be effective or usable for the offer, sale and resale of Registrable Securities solely as a result of requirement to file a post-effective amendment or supplement to the prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein; provided further, however, that (i) upon the filing of the Resale Shelf Registration Statement (in the case of paragraph (a) above), (ii) upon the effectiveness of the Resale Shelf Registration Statement (in the case of paragraph (b) above), or (iii) upon such time as the Shelf Registration which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of paragraph (c) above), the Registration Default Dividends shall cease to accrue. Commencing on the date any such Registration Default occurs, Registration Default Dividends shall accrue on the Stated Value (as defined in the Series B Certificate of Designations) of the Purchase Price Series B Preferred Stock, (i) at a rate of 0.25% per annum for the Securities then held by first 90 days from and including the date such Holder Registration Default occurs and (ii) 0.50% per annum thereafter. Registration Default Dividends shall cease to accrue when, (i) with respect to paragraph (a) above, the relevant filing is made and (ii) with respect to paragraphs (b) and (c) above, the relevant registration statement becomes effective. Any amounts of Registration Default Dividends due pursuant to this Section 3.12 will be payable in cash on the next succeeding dividend payment date with respect to Preferred Dividends (as defined in the Series B Certificate of Designations) to Investors entitled to receive such Registration Default Dividends on the relevant dividend payment date for each thirty (30) day the payment of Preferred Dividends. If any share of Series B Preferred Stock ceases to be outstanding during any period until for which Registration Default Dividends is accruing, the Company will prorate the Registration Default is cured (Dividends payable with respect to such payment to be prorated for any period in which share. Upon the cure of all Registration Defaults then continuing, the accrual of Registration Default continues for less than thirty days)Dividends will automatically cease and the dividend rate borne by the Series B Preferred Stock will revert to the dividend rate otherwise in effect at such time. Each If Registration Default Payment mayDividends would be payable because more than one Registration Default occurs, at the Company shall only be obligated to pay Registration Default Dividends in an amount not exceeding 0.50% per annum. Other than the Company’s optionobligation to pay Registration Default Dividends in accordance with this Section 3.12, be paid in cash in immediately available funds or in shares of its Common Stock; provided that if the Company will not have any liability for damages with respect to a Registration Default Payment is made in shares of Common Stock, the number of shares issuable as payment shall be equal to the quotient obtained by dividing (i) the amount of such Registration Default Payment by (ii) 97% of the Trading Price as of the last day of the calendar month in which the Registration Default giving rise to such Registration Default Payment occurred or is continuingDefault. Each Registration Default Payment shall be made within five (5) Business Days following the last day of the calendar month in which the Registration Default giving rise to such Registration Default Payment occurred or is continuing. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Purchase Agreement, or otherwise.ARTICLE IV Limitations on Transfers

Registration Default. If (Aa) Cash payments ("Registration Penalties") shall accrue as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration Default"): (i) the Shelf Registration Statement required by this Agreement is not filed in with the form required hereby Commission on or before prior to ninety (90) days after the applicable Filing Deadline or Merger Effective Date; (ii) the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or before the Registration Deadline, or prior to one hundred fifty (B150) days after the Merger Effective Date; (iii) if not registered by the Shelf Registration Statement, the Warrants and/or Warrant Shares are not registered under the 2006 Registration Statement, and any post-effective amendment thereto is not effective, within the time periods set forth in (i) and (ii) above; or (iv) if after the Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) required by this Agreement has been declared effective by the Commission and other than during a period but (A) such Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) thereafter ceases to be effective or (B) the Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) or the related prospectus ceases to be usable in which an Allowed Delay (as hereinafter defined) is in effect, sales connection with resales of Registrable Securities canduring the period ending on the first anniversary of the Merger Effective Date (including, without limitation, because of a failure to keep such Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) or a failure to register sufficient Registrable Securities). Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. Registration Penalties shall accrue from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of $0.0025 per Registrable Security which is the subject of the Registration Default. A Registration Default referred to in Section 3.3(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to the Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) or the related prospectus if such Registration Default has occurred solely as a result of the filing of a post-effective amendment to the Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus; provided, however, that in any case if the Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) or the related prospectus shall not be made by usable for a Holder under continuous period in excess of 30 days, a Registration Default shall be deemed to have occurred effective as of the first day the Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) or the related prospectus shall cease to be usable and the Registration Statement for any reason not within Penalties shall be payable in accordance with the exclusive control of above paragraph from such Holder, (each of (A) and (B) being referred to herein as a “Registration Default”), the Company shall make payments to each Holder (each, a “Registration Default Payment”) equal to one percent (1.0%) of the Purchase Price for the Securities then held by such Holder for each thirty (30) day period until that the Registration Default shall be deemed to have occurred until such Registration Default is cured cured. (such payment b) Any accrued and unpaid amounts of Registration Penalties due pursuant to Section 3.3(a) will be prorated for any period in which payable on the due date of the Company's next following quarterly or annual report (whichever may first occur) to the Commission pursuant to the Exchange Act. The amount of the Registration Default continues for less than thirty days). Each Registration Default Payment may, at the Company’s option, Penalties will be paid in cash in immediately available funds or in shares of its Common Stock; provided that if a Registration Default Payment is made in shares of Common Stock, determined by multiplying $0.0025 by the number of shares issuable as payment shall be equal outstanding Registrable Securities subject to the quotient obtained Registration Default, and further multiplied by dividing (i) a fraction, the amount numerator of which is the number of days such Registration Default Payment by (ii) 97% was applicable during such period, and the denominator of the Trading Price as of the last day of the calendar month in which the Registration Default giving rise to such Registration Default Payment occurred or is continuing. Each Registration Default Payment shall be made within five (5) Business Days following the last day of the calendar month in which the Registration Default giving rise to such Registration Default Payment occurred or is continuing. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Purchase Agreement, or otherwise90.

Registration Default. If (Aa) Cash payments (“Registration Penalties”) shall accrue as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”): (i) the Shelf Registration Statement required by this Agreement is not filed in with the form required hereby Commission on or before prior to ninety (90) days after the applicable Filing Deadline or Merger Effective Date; (ii) the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or before the Registration Deadline, or prior to one hundred fifty (B150) days after the Merger Effective Date; (iii) if not registered by the Shelf Registration Statement, the Warrants and/or Warrant Shares are not registered under the 2006 Registration Statement, and any post-effective amendment thereto is not effective, within the time periods set forth in (i) and (ii) above; or (iv) if after the Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) required by this Agreement has been declared effective by the Commission and other than during a period but (A) such Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) thereafter ceases to be effective or (B) the Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) or the related prospectus ceases to be usable in which an Allowed Delay (as hereinafter defined) is in effect, sales connection with resales of Registrable Securities canduring the period ending on the first anniversary of the Merger Effective Date (including, without limitation, because of a failure to keep such Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) or a failure to register sufficient Registrable Securities). Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. Registration Penalties shall accrue from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of $0.0025 per Registrable Security which is the subject of the Registration Default. A Registration Default referred to in Section 3.3(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to the Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) or the related prospectus if such Registration Default has occurred solely as a result of the filing of a post-effective amendment to the Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus; provided, however, that in any case if the Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) or the related prospectus shall not be made by usable for a Holder under continuous period in excess of 30 days, a Registration Default shall be deemed to have occurred effective as of the first day the Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) or the related prospectus shall cease to be usable and the Registration Statement for any reason not within Penalties shall be payable in accordance with the exclusive control of above paragraph from such Holder, (each of (A) and (B) being referred to herein as a “Registration Default”), the Company shall make payments to each Holder (each, a “Registration Default Payment”) equal to one percent (1.0%) of the Purchase Price for the Securities then held by such Holder for each thirty (30) day period until that the Registration Default is cured (shall be deemed to have occurred until such payment to be prorated for any period in which the Registration Default continues for less than thirty days). Each is cured. (b) Any accrued and unpaid amounts of Registration Default Payment may, at Penalties due pursuant to Section 3.3(a) will be payable on the due date of the Company’s option, next following quarterly or annual report (whichever may first occur) to the Commission pursuant to the Exchange Act. The amount of the Registration Penalties will be paid in cash in immediately available funds or in shares of its Common Stock; provided that if a Registration Default Payment is made in shares of Common Stock, determined by multiplying $0.0025 by the number of shares issuable as payment shall be equal outstanding Registrable Securities subject to the quotient obtained Registration Default, and further multiplied by dividing (i) a fraction, the amount numerator of which is the number of days such Registration Default Payment by (ii) 97% was applicable during such period, and the denominator of the Trading Price as of the last day of the calendar month in which the Registration Default giving rise to such Registration Default Payment occurred or is continuing. Each Registration Default Payment shall be made within five (5) Business Days following the last day of the calendar month in which the Registration Default giving rise to such Registration Default Payment occurred or is continuing. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Purchase Agreement, or otherwise90.

Registration Default. If The parties hereto agree that the Holder of Registrable Securities will suffer damages and that it would not be feasible to ascertain the extent of such damages with precision, if: (Ai) the Registration Statement is not filed Company has failed to perform its obligation, set forth in the form required hereby first sentence of Section 2.1(a) hereof, on or before prior to the applicable Filing Deadline or declared effective by the Commission on or before the Registration Deadline, or ; (Bii) after the a Shelf Registration Statement has not been declared effective by under the Commission and other than during Securities Act on or prior to the Effectiveness Deadline; or (iii) except for a period Suspension Period as permitted in which an Allowed Delay Section 2.1(b) hereof, the Company has failed to maintain the effectiveness of the Shelf Registration Statement Each event described in any of the foregoing clauses (as hereinafter definedi) through (iii) is in effect, sales of Registrable Securities cannot be made by a Holder under the Registration Statement for any reason not within the exclusive control of such Holder, (each of (A) and (B) being individually referred to herein as a “Registration Default.” For purposes of this Agreement, each Registration Default set forth above shall begin and end on the dates set forth in the table set forth below: (i) Filing Deadline the date a Registration Statement is filed (ii) Effectiveness Deadline the date a Registration Statement becomes effective under the Securities Act or the Registration Period ends (iii) Non-effectiveness of the Shelf Registration Statement, absent allowable Suspension Period the date a Registration Statement becomes effective under the Securities Act or the Registration Period ends Commencing on (and including) any date that a Registration Default has begun and ending on (but excluding) the next date on which there are no Registration Defaults that have occurred and are continuing (a “Registration Default Period”), the Company shall make payments be required to pay to the Holder of Registrable Securities in respect of each Holder (each, a “month in the Registration Default Payment”) Period an amount equal to one-half of one percent (1.01/2%) of the Purchase Price for aggregate market value of the Registrable Securities then held by such Holder for (the “Default Payment”), payable in cash. Payment shall be due at the end of each thirty (30) day period until month during the Registration Default is cured (such Period, with a pro rated portion of the payment to be prorated being due for any period in portion of a month during which the Registration Default continues for less than thirty days). Each Registration Default Payment may, at the Company’s option, be paid in cash in immediately available funds or in shares of its Common Stock; provided that if there is a Registration Default Payment is made Period. For the purposes of this section, the “aggregate market value” shall be determined by the volume-weighted 20-day average trading price of the Common Stock as quoted on the primary trading market (as determined by the monthly average volume of trading in shares of the Common Stock) for the Common Stock on the date ten (10) days before payment is due (if such date is a day on which the primary trading market is closed, then the number of shares issuable as payment date shall be equal to the quotient obtained by dividing (i) the amount of such Registration Default Payment by (ii) 97% of the Trading Price as of the last next trading day of the calendar month in on which the Registration Default giving rise to such Registration Default Payment occurred or primary trading market is continuing. Each Registration Default Payment shall be made within five (5) Business Days following the last day of the calendar month in which the Registration Default giving rise to such Registration Default Payment occurred or is continuing. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Purchase Agreement, or otherwiseopen).

Registration Default. If The Company further agrees that, in the event that (Aa) the Registration Statement is (i) has not been filed in with the form required hereby on or before SEC within sixty (60) days after the applicable Filing Deadline or Closing Date, (ii) has not been declared effective by the Commission on or before SEC with respect to all of the Registration Deadline, Registrable Securities by the Required Effectiveness Date or (Biii) after the Registration Statement has been is declared effective by the Commission and other than SEC, it is suspended by the Company or ceases to remain continuously effective at all times during a period in which an Allowed Delay (the Registration Period as hereinafter defined) is in effect, sales of to all applicable Registrable Securities cannot be made by a Holder under the for which such Registration Statement for any reason not is required to be effective, other than, in each case, within the exclusive control time period(s) permitted by Section 6.7(b) or during either of the two Permitted Update Periods, or (b) the Company has failed to perform its obligations set forth in Section 6.4 within the time periods required therein (each such Holderevent referred to in clauses (a)(i), (each of (Aii) and (Biii) being referred to herein as and clause (b), a “Registration Default”), the Company shall make payments to for all or part of one or more thirty-day periods (each Holder (each, a “Registration Default PaymentPenalty Period”) equal to one percent (1.0%) of the Purchase Price for the Securities then held by such Holder for each thirty (30) day period until the Registration Default is cured (such payment to be prorated for any period in during which the Registration Default continues for less than thirty days). Each Registration Default Payment mayremains uncured, at the CompanyCompany shall pay to each Purchaser 1% of such Purchaser’s option, be paid in cash in immediately available funds or in shares aggregate purchase price of its Common Stock; provided that if a Registration Default Payment is made Securities (in shares the case of Common Stock, the number of shares issuable as payment shall be equal to the quotient obtained by dividing (i) the amount of such Registration Default Payment by clause (ii) 97% of above, solely with respect to those Registrable Securities that are not subject to an effective Registration Statement by the Trading Price as of the last day of the calendar month in Required Effectiveness Date) for each Penalty Period (or partial Penalty Period) during which the Registration Default giving rise remains uncured; provided, however that if the primary cause of a Registration Default is a Purchaser’s failure to provide the Company with any information that is required to be provided in the applicable Registration Statement with respect to such Registration Default Payment occurred or is continuing. Each Registration Default Payment Purchaser as set forth herein, then the commencement of the Penalty Period described above shall be made within five (5) extended until two Business Days following the last day date of receipt by the Company of such required information; and provided, further, that in no event shall the Company be required hereunder to pay to any Purchaser pursuant to this Agreement an aggregate amount that exceeds 10% of the calendar month aggregate Closing Purchase Price paid by such Purchaser for such Purchaser’s Securities. The Company shall deliver said cash payment to the Purchaser by the fifth Business Day after the end of each such Penalty Period. If the Company fails to pay said cash payment to the Purchasers in which full by the Registration Default giving rise fifth Business Day after the end of such Penalty Period, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Purchasers, accruing daily from the date such Registration Default Payment occurred or is continuingliquidated damages are due until such amounts, plus all such interest thereon, are paid in full. Any such payment The cash payments provided by this Section 6.3 shall be in addition to any to, and not in lieu of, such other remedies available to damages as each Holder at law or Purchaser may establish in equity, whether pursuant to the terms hereof, the Purchase Agreement, or otherwiseconnection with each Registration Default.

Registration Default. If (A) the a Registration Statement is covering all of the Registrable Securities (i) has not filed in the form required hereby on or before the applicable Filing Deadline or declared effective by the Commission on or before the Registration Deadline, or (B) after the Registration Statement has been declared effective by the Commission and other than during a period in which an Allowed Delay SEC on or prior to the 180th day following the Closing Date (as hereinafter definedthe "Effective Deadline") is in effect, sales of Registrable Securities cannot or (ii) has been declared effective but shall thereafter cease to be made effective or fail to be usable for its intended purpose without being succeeded immediately by a Holder under the Registration Statement for any reason not post-effective amendment that cures such failure and that is declared effective within the exclusive control of such Holder, thirty (30) days (each of such event referred to in clauses (Ai) and (B) being referred to herein as ii), a “"Registration Default”"), the Company shall make payments hereby agrees to pay to the Subscriber a fee Fifty Thousand Dollars ($50,000) per month, pro rated for any portion thereof, during each Holder month or portion thereof that the Registration Default continues without cure. If there occurs a Registration Default and the Company (eachA) fails to file, on a timely basis, any periodic or current report required by the Exchange Act or regulations promulgated thereunder, (B) allows any class of its securities of which the Registrable Securities are a part to become de-listed on a national securities exchange or excluded from or disqualified from trading through an inter-dealer quotation system or (C) otherwise fails to comply with any applicable federal securities laws and regulations, Blue Sky Laws or listing or inclusion requirements of a national securities exchange or inter-dealer quotation system (each such event referred to in clauses (A), (B), and (C), a “"Non-Compliance Condition"), the Company hereby agrees to pay to the Subscriber an additional fee of Fifty Thousand Dollars ($50,000) per month (the "Non-Compliance Fee") pro rated for any portion thereof, during each month or portion thereof that the Registration Default Payment”) equal and Non-Compliance Condition continue without cure. Notwithstanding the foregoing, the Non-Compliance Fee shall not be payable in respect of any particular Non-Compliance Condition if the Company provides written notice to one percent (1.0%) the Subscriber of the Purchase Price for occurrence of the Securities then held by such Holder for each particular Non-Compliance Condition within thirty (30) calendar days of the occurrence of the particular Non-Compliance Condition. The fees provided in this Section 6 shall be payable on the last business day period until the Registration Default is cured (such payment of each month to be prorated for any period in which the Registration Default continues for less than thirty days). Each Registration Default Payment may, Subscriber at the Company’s optionoffice designated for the Subscriber to receive notices pursuant to Section 15 of this Agreement. Any unpaid balance of such fees shall accrue interest at an annual rate of 15%, be paid in cash in immediately available funds or in shares of its Common Stock; provided that if a Registration Default Payment is made in shares of Common Stock, the number of shares issuable as payment shall be equal to the quotient obtained by dividing (i) the amount of such Registration Default Payment by (ii) 97% of the Trading Price as of payable monthly on the last business day of the calendar each month in which the Registration Default giving rise and compounded monthly. The Subscriber's rights to such Registration Default Payment occurred fees pursuant to this Section 6 represent a lost opportunity cost and shall not be construed as liquidated damages and, further, shall not serve to limit or is continuing. Each Registration Default Payment shall be made within five (5) Business Days following the last day of the calendar month in which the Registration Default giving rise to such Registration Default Payment occurred or is continuing. Any such payment shall be in addition to replace any other remedies available to each Holder at law or in equity, whether pursuant equity arising from any failure by the Company to the terms hereof, the Purchase perform its obligations under this Agreement, or otherwise.

Registration Default. If In the event that: (Aa) within 90 days after the Issue Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission; (b) within 150 days after the Issue Date, the Exchange Offer Registration Statement has not been declared effective; (c) within 180 days after the Issue Date, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective; (d) within 60 days of the day on which the obligation to file the Shelf Registration Statement pursuant solely to Section 3(a)(iii), such Shelf Registration Statement is not filed in with the form required hereby on or before the applicable Filing Deadline or declared effective by the Commission on or before the Registration Deadline, or Commission; or (Be) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective by or fails to be usable in connection with resales of Securities or Exchange Securities in accordance with and during the Commission and periods specified in this Agreement, other than during a period in which an Allowed Delay (as hereinafter definedpermitted pursuant to Section 3(b)(ii) is in effect, sales of Registrable Securities cannot be made by a Holder under the Registration Statement for any reason not within the exclusive control of such Holderand Section 4(k)(ii), (each of (A) and (B) being referred to herein as such event a “Registration Default”), the Company shall make payments to ” and each Holder (eachperiod during which a Registration Default has occurred and is continuing, a “Registration Default PaymentPeriod”) equal to one percent (1.0%) ), then, as liquidated damages for such Registration Default, additional interest will accrue on the aggregate principal amount of the Purchase Price for Securities and Exchange Securities (in addition to the stated interest on the Securities then held and Exchange Securities) from and including the date on which any such Registration Default shall occur to, but excluding the date on which all Registration Defaults have been cured. Additional interest will accrue at an initial rate of 0.25% per annum, which rate shall increase by such Holder 0.25% per annum for each thirty (30) subsequent 90-day period until the Registration Default is cured (during which such payment to be prorated for any period in which the Registration Default continues up to a maximum of 1.00% per annum. If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the rate of additional interest for less than thirty days). Each such subsequent Registration Default Payment may, shall initially be 0.25% regardless of the rate in effect with respect to any prior Registration Default at the Company’s option, be paid in cash in immediately available funds or in shares time of its Common Stock; provided that if a Registration Default Payment is made in shares of Common Stock, the number of shares issuable as payment shall be equal to the quotient obtained by dividing (i) the amount cure of such Registration Default Payment by (ii) 97% of the Trading Price as of the last day of the calendar month in which the Registration Default giving rise to such Registration Default Payment occurred or is continuing. Each Registration Default Payment shall be made within five (5) Business Days following the last day of the calendar month in which the Registration Default giving rise to such Registration Default Payment occurred or is continuing. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Purchase Agreement, or otherwiseDefault.

Registration Default. If (Ai) the Registration Statement is not filed in the form required hereby on or before the applicable Filing Deadline or declared effective by the Commission on or before the Registration Deadline, or (Bii) after the Registration Statement has been declared effective by the Commission and other than during a period in which an Allowed Delay (as hereinafter defined) is in effectCommission, sales of Registrable Securities cannot be made by a Holder under the Registration Statement for any reason not within the exclusive control of such HolderHolder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)); provided, that the failure of the Registration Statement to remain effective after the two (2) year anniversary of its initial effective date thereof if at such time all of the Registrable Securities and Warrant Shares issued or issuable upon exercise of the Warrants are freely saleable pursuant to Rule 144(k), shall not be a deemed to be a Registration Default hereunder, (iii) the Common Stock ceases to be listed on the Nasdaq National Market, the Nasdaq SmallCap Market or the New York Stock Exchange, (iv) the Company fails to submit a request for acceleration within the time frames required hereby, or (v) an amendment or supplement to the Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(k) below is not filed on or before the date required by such paragraph (each of the foregoing clauses (Ai), (ii), (iii), (iv) and (Bv) being referred to herein as a “"Registration Default”"), the Company shall make payments a cash payment to each Holder (each, a “Registration Default Payment”) equal to such Holder's pro rata share (based on the aggregate number of Registrable Securities held by or issuable to such Holder as of the Registration Default) of (A) with respect to the Conversion Shares, $.00825 for each Conversion Share outstanding, and (B) with respect to the Warrant Shares, the greater of (I) ten thousand dollars ($10,000) and (II)(x) the aggregate number of Warrant Shares, multiplied by (y) one percent (1.01%) multiplied by the difference between (a) the Market Price of the Purchase Price for Company's Common Stock on the Securities then held by such Holder Registration Default Date and (b)the weighted average exercise price of the Warrants, payable for each thirty (30) day period until the Registration Default is cured (such payment to be prorated for any period or part thereof in which the Registration Default continues for less than thirty days). Each Registration Default Payment may, at the Company’s option, be paid in cash in immediately available funds or in shares of its Common Stock; provided that if a Registration Default Payment is made in shares of Common Stock, the number of shares issuable as payment shall be equal to the quotient obtained by dividing (i) the amount of such Registration Default Payment by (ii) 97% of the Trading Price as of the last day of the calendar month in which the Registration Default giving rise to such Registration Default Payment occurred or is continuingexists. Each Registration Default Payment such payment shall be made within five (5) Business Days following the last day of the each calendar month in which the a Registration Default giving rise to such Registration Default Payment occurred or is continuingexisted. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Securities Purchase Agreement, the Articles of Amendment, or otherwise.

Registration Default. If (Ai) the Registration Statement is not filed in the form required hereby on or before the applicable Filing Deadline or declared effective by the Commission on or before the Registration Deadline, or (Bii) after the Registration Statement has been declared effective by the Commission and other than during a period in which an Allowed Delay (as hereinafter defined) is in effectCommission, sales of Registrable Securities cannot be made by a Holder under the Registration Statement for any reason not within the exclusive control of such HolderHolder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)); provided, that the failure of the Registration Statement to remain effective after the two (2) year anniversary of its initial effective date thereof if at such time all of the Conversion Shares are freely saleable pursuant to Rule 144(k), shall not be a deemed to be a Registration Default hereunder, (iii) the Common Stock ceases to be listed on the Nasdaq National Market, the Nasdaq SmallCap Market or the New York Stock Exchange, (iv) the Company fails to submit a request for acceleration within the time frames required hereby, or (v) an amendment or supplement to the Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(k) below is not filed on or before the date required by such paragraph (each of the foregoing clauses (Ai), (ii), (iii), (iv) and (Bv) being referred to herein as a “"Registration Default”"), the Company shall make payments a cash payment to each Holder (each, a “Registration Default Payment”) equal to one percent such Holder's pro rata share (1.0%) based on the aggregate number of the Purchase Price for the Registrable Securities then held by such Holder as of the Registration Default) of $.0084 for each Conversion Share outstanding for each thirty (30) day period until the Registration Default is cured (such payment to be prorated for any period or part thereof in which the Registration Default continues for less than thirty days). Each Registration Default Payment may, at the Company’s option, be paid in cash in immediately available funds or in shares of its Common Stock; provided that if a Registration Default Payment is made in shares of Common Stock, the number of shares issuable as payment shall be equal to the quotient obtained by dividing (i) the amount of such Registration Default Payment by (ii) 97% of the Trading Price as of the last day of the calendar month in which the Registration Default giving rise to such Registration Default Payment occurred or is continuingexists. Each Registration Default Payment such payment shall be made within five (5) Business Days following the last day of the each calendar month in which the a Registration Default giving rise to such Registration Default Payment occurred or is continuingexisted. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Purchase Agreement, hereof or otherwise.