Common use of REGISTRATION FAILURE Clause in Contracts

REGISTRATION FAILURE. If, while any Put Shares are outstanding: (i) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holder is otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of 20 calendar days (which need not be consecutive calendar days) during any 12-month period, or (ii) any Additional Registration Statement required to be filed hereunder is not filed by the applicable Additional Registration Filing Deadline or it is not declared effective by the applicable Additional Registration Effectiveness Deadline, or (iii) any Registration Supplement required to be filed hereunder is not filed by the applicable Registration Supplement Deadline, (any such failure or breach in (i) – (iii) above being referred to as a “Registration Failure,” and the date of each such failure being referred to as a “Registration Failure Date”), then, in addition to any other rights the Holder may have hereunder or under applicable law, on each such Registration Failure Date and on each monthly anniversary of each such Registration Failure Date (if the applicable Registration Failure shall not have been cured by such date) until the applicable Registration Failure is cured, the Company shall pay to each Holder an amount (“Registration Failure Liquidated Damages”) in cash, as liquidated damages and not as a penalty, equal to 2% of the aggregate purchase price paid by such Holder pursuant to the Investment Agreement for any unregistered Put Shares that are Registrable Securities then held by such Holder, until such time as the Registrable Securities either become registered for resale or become immediately resellable under Rule 144 without conditions or restrictions. Notwithstanding (i) – (vii) above, the Company shall not be liable for Registration Failure Liquidated Damages if (1) the Company makes all filings as and when required by this Agreement, (2) the Company responds to any comments from the SEC regarding a Registration Statement within ten (10) days of the date of receipt of such comments, and (3) uses its best efforts to have the subject Registration Statement declared effective for the number of shares required hereunder as quickly as reasonably possible. Registration Failure Liquidated Damages shall be due and payable by the fifth (5th) day of the calendar month in which they accrue. If the Company fails to pay any liquidated damages pursuant to this Section in full within five (5) days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of a Registration Failure.

REGISTRATION FAILURE. If, while any Put Shares are outstanding: (i) after a. In the effective date event of a Registration StatementFailure, such the Investors shall be entitled to payments as set forth below. For purpose hereof, “Registration Statement ceases for Failure” means that (a) the Company fails to file with the SEC on or before the applicable Filing Deadline any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holder is otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of 20 calendar days (which need not be consecutive calendar days) during any 12-month period, or (ii) any Additional Registration Statement required to be filed hereunder pursuant to Section 2(a) hereof, (b) the Company fails to use its reasonable best efforts to obtain effectiveness with the SEC of any Registration Statement that is required to be filed pursuant to Section 2(a) hereof, prior to the applicable Registration Deadline, and if such Registration Statement does not become effective prior to the applicable Registration Deadline, as soon as possible thereafter, or fails to use its reasonable best efforts to keep such Registration Statement current and effective as required in Section 3 hereof, (c) the Company fails to file any additional Registration Statement required to be filed by pursuant to Section 2(a)(ii) hereof on or before the applicable Additional Filing Deadline or fails to use its reasonable best efforts to cause such new Registration Statement to become effective on or before the applicable Additional Registration Filing Deadline or it is not declared effective by the applicable Additional Registration Effectiveness Deadline, or and if such effectiveness does not occur within such period, as soon as possible thereafter, (iiid) the Company fails to file any amendment to any Registration Supplement Statement, or any additional Registration Statement required to be filed hereunder is not filed by pursuant to Section 3(b) hereof within the number of calendar days required under Section 3(b) hereof following the applicable Registration Supplement DeadlineTrigger Date, or fails to use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective within the number of calendar days required under Section 3(b) hereof following the applicable Registration Trigger Date, and, if such effectiveness does not occur within such period, as soon as possible thereafter, or (e) any such Registration Statement required to be filed hereunder, after its initial effectiveness and during the Registration Period, lapses in effect or, other than on a day during an Allowable Grace Period, sales of all of the Registrable Securities cannot otherwise be made thereunder (whether by reason of the Company’s failure to amend or breach supplement the prospectus included therein in (iaccordance herewith, the Company’s failure to file and, use reasonable best efforts to obtain effectiveness with the SEC of an additional Registration Statement or amended Registration Statement required pursuant to Sections 2(a)(ii) – (iiior 3(b) above being referred to hereof, as a “applicable). b. Upon any Registration Failure,” and the date of each such failure being referred to as a “Registration Failure Date”), then, in addition to any all other rights available remedies that the Holder Investors may have hereunder or pursue hereunder, under applicable law, on each such Registration Failure Date and on each monthly anniversary the Certificate of each such Registration Failure Date (if Designation and/or the applicable Registration Failure shall not have been cured by such date) until the applicable Registration Failure is curedSecurities Purchase Agreement, the Company shall pay additional damages (the “Failure Payment”) to the Investors holding Registrable Securities included, or to be included, as applicable, in a Registration Statement for each Holder 30-day period (prorated for any partial period) after the date of such Registration Failure until such Registration Failure is cured in an amount (“Registration Failure Liquidated Damages”) in cash, as liquidated damages and not as a penalty, cash equal to 2% one and one-half percent (1.5%) of the product of (i) the sum of (x) the aggregate purchase price paid by such Holder pursuant to the Investment Agreement for any unregistered Put number of Conversion Shares that are then issued and issuable upon conversion of the Preferred Stock that constitute Registrable Securities then held and are included, or to be included, as applicable, in such Registration Statement, as of the date such Registration Failure occurs (without regard to any limitations on conversion or issuance set forth in the Certificate of Designation), plus (y) all other shares of Common Stock that constitute Registrable Securities and are included, or to be included, as applicable, in such Registration Statement, as of the date such Registration Failure occurs, multiplied by (ii) the Volume Weighted Average Price (as defined in the Certificate of Designation) of the Common Stock as of the date of calculation for such Holder, Failure Payment. Such payments shall accrue until the earlier of (x) such time as the Registration Failure has been cured and (y) the date on which all of the Registrable Securities either become registered may be disposed of for resale or become immediately resellable the Investor’s own account without restriction under Rule 144 (including, without conditions limitation, volume restrictions and without the need for the availability of current public information under Rule 144). Each Investor shall be entitled to its pro rata portion of any such Failure Payment based upon the number of Registrable Securities held by such Investor included, or restrictionsto be included, as applicable, relative to the total number of Registrable Securities included, or to be included, as applicable, in the Registration Statement giving rise to such Failure Payment. Notwithstanding (i) – (vii) aboveanything express or implied to the contrary in the foregoing provisions of this Section 5, elsewhere in this Agreement or in the Company shall not be liable for Registration Failure Liquidated Damages if Securities Purchase Agreement and/or the Certificate of Designation, (1) no Failure Payment shall accrue or be payable with respect to any period after the Company makes all filings as and when required by this Agreementexpiration of the applicable Registration Period, (2) no Registration Failure shall be deemed to occur or have occurred by virtue of the Company responds to exclusion, in accordance with the provisions of Section 2(a)(ii), of any comments Excluded Securities from the SEC regarding a any Registration Statement within ten (10) days of the date of receipt of such commentsfiled or required to be filed pursuant to Section 2(a), and (3) uses its best efforts no Failure Payment shall accrue or be payable with respect to have the subject any period that a Registration Statement declared effective is unavailable for the number resales of shares required hereunder as quickly as reasonably possible. Registration Failure Liquidated Damages shall be Registrable Securities solely due and payable to a breach by the fifth (5th) day an Investor that holds any such Registrable Securities of the calendar month in which they accrue. If the Company fails to pay any liquidated damages pursuant to this its obligations under Section in full within five (5) days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of a Registration Failure4 hereof.

REGISTRATION FAILURE. If, while any Put Shares are outstanding: (i) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holder is otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 ten (10) consecutive calendar days or more than an aggregate of 20 twenty (20) calendar days (which need not be consecutive calendar days) during any 12-month periodperiod unless such Registrable Securities can be sold without registration under Rule 144, or (ii) any Additional Registration Statement required to be filed hereunder is not filed by the applicable Additional Registration Filing Deadline or it is not declared effective by the applicable Additional Registration Effectiveness Deadline, or (iii) any Registration Supplement required to be filed hereunder is not filed by the applicable Registration Supplement Deadline, (any such failure or breach in (i) – (iii) above being referred to as a “Registration Failure,” and the date of each such failure being referred to as a “Registration Failure Date”), then, in addition to any other rights the Holder may have hereunder or under applicable law, on each such Registration Failure Date and on each monthly anniversary of each such Registration Failure Date (if the applicable Registration Failure shall not have been cured by such date) until the applicable Registration Failure is cured, the Company shall pay to each Holder an amount (“Registration Failure Liquidated Damages”) in cash, as liquidated damages and not as a penalty, equal to 2% of the aggregate purchase price paid by such Holder pursuant to the Investment Agreement for any unregistered Put Shares that are Registrable Securities then held by such HolderHolder and which shares were issued to the Holder during the preceding three (3) calendar months, until such time as the Registrable Securities either become registered for resale or become immediately resellable under Rule 144 without conditions or restrictions. Notwithstanding (i) – (vii) above, the Company shall not be liable for Registration Failure Liquidated Damages if (1) the Company makes all filings as and when required by this Agreement, (2) the Company responds to any comments from the SEC regarding a Registration Statement within ten (10) days of the date of receipt of such comments, and (3) uses its best efforts to have the subject Registration Statement declared effective for the number of shares required hereunder as quickly as reasonably possible. Registration Failure Liquidated Damages shall be due and payable by the fifth (5th) day of the calendar month in which they accrue. If the Company fails to pay any liquidated damages pursuant to this Section in full within five (5) days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of a Registration Failure.

REGISTRATION FAILURE. IfIf the Resale Registration Statement covering the Registrable Securities is not (A) filed with the Commission on or prior to the Filing Deadline, while any Put Shares are outstanding: (iB) declared effective by the Commission on or prior to the Effectiveness Deadline, or (C) after the effective date of a Registration StatementStatement has been declared effective by the Commission, (1) such Resale Registration Statement ceases for any reason (including, without limitation, by reason of a stop order, or the Company’s failure to update the Registration Statement) to remain continuously effective as to sell all Registrable Securities included in such Registration Statementfor which it is required to be effective, or (2) the Holder is otherwise Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of 20 calendar days (which need not be consecutive calendar daysD) during any 12-month period, or (ii) any Additional if a Registration Statement required to be filed hereunder is not filed by effective for any reason or the applicable Additional Registration Filing Deadline or it Prospectus contained therein is not declared effective by available for use for any reason, the applicable Additional Registration Effectiveness DeadlineCompany fails to make and keep adequate current public information available or to file with the Commission in a timely manner all reports and other documents required of the Company under the Exchange Act as a result of which any of the Holders are unable to sell Registrable Securities without restriction under Rule 144 (including, or without limitation, volume restrictions) (iiieach of the following (A) any Registration Supplement required to be filed hereunder is not filed by the applicable Registration Supplement Deadlinethrough (D), (any such failure or breach in (i) – (iii) above being referred to as a “Registration Failure,” and the date of each such failure being referred to as a “Registration Failure Date”), then, in addition to any other rights the Holder Holders may have hereunder or under applicable law, on each such Registration Failure Date and on each monthly anniversary of each such Registration Failure Date (if the applicable Registration Failure shall not have been cured by such date) until the applicable Registration Failure is cured, the Company shall pay will make pro rata payments to each Holder an amount (“Registration Failure Liquidated Damages”) in cashof then outstanding Registrable Securities, as liquidated damages and not as a penaltypenalty (the “Liquidated Damages”), in an amount equal to 2% one percent (1.0%) of the aggregate purchase price Subscription Amount paid by such Holder pursuant to for the Investment Agreement for any unregistered Put Shares that are Registrable Securities then held by such Holder, until such time as Holder (x) on the Registrable Securities either become registered for resale or become immediately resellable under Rule 144 without conditions or restrictions. Notwithstanding (i) – (vii) above, the Company shall not be liable for initial day of a Registration Failure and (y) on every thirty (30) day anniversary of such Registration Failure for each thirty (30) day period (or pro rata portion thereof with respect to a final period, if any) thereafter until the Registration Failure is cured. The Liquidated Damages if (1) the Company makes all filings as and when required by this Agreement, (2) the Company responds to any comments from the SEC regarding a Registration Statement shall be paid monthly within ten (10) days Business Days of the date of receipt of such comments, and (3) uses its best efforts to have the subject Registration Statement declared effective for the number of shares required hereunder as quickly as reasonably possible. Registration Failure and the end of each subsequent thirty (30) day period (or portion thereof with respect to a final period, if any) thereafter until the Registration Failure is cured. Such payments shall be made in cash to each Holder then holding Registrable Securities. Interest shall accrue at the rate of one percent (1%) per month on any such liquidated damages payments that shall not be paid by the applicable payment date until such amount is paid in full. Notwithstanding the foregoing, no Liquidated Damages shall be due and payable by with respect to any period after the fifth (5th) day expiration of the calendar month in which they accrue. If Effectiveness Period (as defined below) (it being understood that this sentence shall not relieve the Company fails of any Liquidated Damages accruing prior to pay the expiration of the Effectiveness Period). Nothing in this Agreement shall preclude any liquidated damages pursuant Holder from pursuing or obtaining any available remedies at law, specific performance or other equitable relief with respect to this Section 2.3 in full within five (5) days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by accordance with applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of a Registration Failure.

REGISTRATION FAILURE. If, while any Put Shares are outstanding:​ (i) after a. In the effective date of event a Registration Statement, such Registration Statement ceases for and any reason amendments and/or supplements thereto, covering or intending to remain continuously effective as to all cover the Registrable Securities included in such Registration Statement, or the Holder is otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of 20 calendar days (which need not be consecutive calendar days) during any 12-month period, or (ii) any Additional Registration Statement required to be filed hereunder is not filed by the applicable Additional Registration Filing Deadline or it is not declared effective by the applicable Additional SEC by or before the Registration Effectiveness Deadline, or (iii) any Registration Supplement required to be filed hereunder is not filed by the applicable Registration Supplement Deadline, (any such failure or breach in (i) – (iii) above being referred to as a “Registration Failure,” and the date of each such failure being referred to as a “Registration Failure Date”), then, in addition to any other rights the Holder may have hereunder or under applicable law, on each such Registration Failure Date and on each monthly anniversary of each such Registration Failure Date (if the applicable Registration Failure shall not have been cured by such date) until the applicable Registration Failure is cured, the Company shall pay to each Holder Aytu an amount (“Registration Failure Liquidated Damages”) in cash, as liquidated damages and not as a penaltyadditional number of shares of Common Stock of the Company, equal to 2% three percent (3%) of the aggregate purchase price paid by such Holder pursuant to the Investment Agreement for any unregistered Put Shares that are Registrable Securities then held by such Holder, until such time as the Registrable Securities either become registered covered by such Registration Statement for resale each 30-day period such Registration Statement is not declared effective after the Registration Deadline (or become an equivalent value in cash if such issuance of shares of Common Stock is not permitted under the applicable rules of the Principal Market, as determined by reference to the five-day average closing price of the Common Stock immediately resellable under prior to the date on which such issuance would otherwise be required); provided that such additional payments shall not be required (or shall cease to accrue, as applicable) to the extent that Aytu would otherwise be able to sell all of its Registrable Securities intended to be covered by such Registration Statement in a transaction pursuant to Rule 144 under the Securities Act or any successor rule (without conditions regard to volume limitations). ​ b. In the event a Registration Statement and any amendments and/or supplements thereto, covering or restrictions. Notwithstanding intending to cover the Registrable Securities is not declared effective by the SEC or is otherwise unavailable for Aytu to use to resell its Registrable Securities by or before the Registration Deadline, prior to which time Aytu would otherwise have been able to sell all of its Registrable Securities covered by such Registration Statement in a transaction pursuant to Rule 144 under the Securities Act, or any successor rule (i) – (vii) abovewithout regard to volume limitations), the Company shall not be liable for Registration Failure Liquidated Damages if (1) the Company makes all filings as and when required by this Agreement, (2) the Company responds pay to any comments from the SEC regarding a Registration Statement within ten (10) days of the date of receipt of such comments, and (3) uses its best efforts to have the subject Registration Statement declared effective for the Aytu an additional number of shares required hereunder as quickly as reasonably possible. Registration Failure Liquidated Damages shall be due and payable by the fifth (5th) day of Common Stock of the calendar month in which they accrue. If Company, equal to three percent (3%) of the Company fails to pay any liquidated damages pursuant to this Section in full within five (5) days remaining unsold number of shares of Common Stock covered by such Registration Statement for each 30-day period such Registration Statement is not declared effective after the date payable, Registration Deadline or otherwise not available to use for resales of the Company will pay interest thereon at a rate of 18% per annum Registrable Securities (or an equivalent value in cash if such lesser maximum amount that issuance of shares of Common Stock is not permitted to be paid under the applicable rules of the Principal Market, as determined by applicable law) reference to the Holder, accruing daily from five-day average closing price of the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month Common Stock immediately prior to the cure of a Registration Failure.date on which such issuance would otherwise be required). ​

REGISTRATION FAILURE. IfUpon any Registration Failure (as defined below), while in addition to all other available remedies that the Investor may pursue hereunder and under the other Transaction Documents, the Company shall pay additional damages to the Investor for each 30-day period (prorated for any Put Shares are outstanding: partial period) after the date of such Registration Failure in an amount in cash equal to three-quarters of one percent (0.75%) of such Investor’s original principal amount of the Note(s) with respect to and on the date of such Registration Failure. Such payments shall accrue until the earlier of (i) after such time as the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holder is otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of 20 calendar days (which need not be consecutive calendar days) during any 12-month period, or Failure has been cured and (ii) the date on which all of the Registrable Securities may be sold without restriction under Rule 144 (including, without limitation, volume restrictions and without the need for the availability of current public information under Rule 144). All such payments that accrue under this Section 5 shall be payable no later than five (5) business days following such date of accrual. “Registration Failure” means that (I)(A) the Company fails to file with the SEC on or before a Filing Deadline any Additional Registration Statement required to be filed hereunder is not filed by pursuant to Section 2(a) of this Agreement, (B) the applicable Additional Company fails to obtain effectiveness with the SEC, prior to the Registration Filing Deadline or it is not declared effective by the applicable Additional Registration Effectiveness Deadline, or (iii) of any Registration Supplement Statement that is required to be filed hereunder is pursuant to Section 2(a) of this Agreement, or fails to keep such Registration Statement current and effective as required in Section 3 of this Agreement or sales of any Registrable Securities cannot filed be made under such Registration Statement (whether by reason of the applicable Company’s failure to amend or supplement the prospectus included therein in accordance with this Agreement, the Company’s failure to file and to obtain effectiveness with the SEC of an additional Registration Supplement DeadlineStatement registering Registrable Securities or amended Registration Statement required pursuant to Section 3(b) of this Agreement, (any such failure as applicable, or breach in (i) – (iii) above being referred to as a “Registration Failure,” and the date of each such failure being referred to as a “Registration Failure Date”otherwise), then, in addition to any other rights the Holder may have hereunder or under applicable law, on each such Registration Failure Date and on each monthly anniversary of each such Registration Failure Date (if the applicable Registration Failure shall not have been cured by such date) until the applicable Registration Failure is cured, the Company shall pay to each Holder an amount (“Registration Failure Liquidated Damages”) in cash, as liquidated damages and not as a penalty, equal to 2% of the aggregate purchase price paid by such Holder pursuant to the Investment Agreement for any unregistered Put Shares that are Registrable Securities then held by such Holder, until such time as the Registrable Securities either become registered for resale or become immediately resellable under Rule 144 without conditions or restrictions. Notwithstanding (i) – (vii) above, the Company shall not be liable for Registration Failure Liquidated Damages if (1C) the Company makes all filings as and when required by this Agreement, (2) the Company responds fails to provide a commercially reasonable written response to any comments from to the foregoing Registration Statement submitted by the SEC regarding a Registration Statement within ten twenty (1020) days of the date that such SEC comments are received by the Company or (II) at any time following the six month anniversary of receipt the issuance of any Note, the Registrable Securities issuable upon conversion of such comments, and Note are not either eligible for immediate sale (3by Investors that are not affiliates of the Company) uses its best efforts without volume restriction pursuant to have Rule 144(b)(1) without registration under the subject Securities Act or eligible for resale under the Securities Act under an effective Registration Statement declared effective for covering the number resale of shares required hereunder as quickly as reasonably possible. Registration Failure Liquidated Damages such Conversion Shares; provided that Allowed Delays shall not be due and payable by the fifth (5th) day of the calendar month in which they accrue. If the Company fails to pay any liquidated damages pursuant to this Section in full within five (5) days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted deemed to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of a Registration FailureFailures.

REGISTRATION FAILURE. If, while any Put Shares are outstanding: (i) a Registration Statement registering for resale all of the Initial Registration Minimum is not filed by the Initial Registration Filing Deadline or is not declared effective by the Commission by the Effectiveness Deadline of the Initial Registration, or (ii) the Company files the Initial Registration Statement without affording the Holder the opportunity to review and comment on the same as required by Section 3(i) herein, or (iii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iv) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 10 Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holder is otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of 20 calendar days (which need not be consecutive calendar days) during any 12-month period, or (iivi) any Additional Registration Statement required to be filed hereunder is not filed by the applicable Additional Registration Filing Deadline or it is not declared effective by the applicable Additional Registration Effectiveness Deadline, or (iiivii) any Registration Supplement required to be filed hereunder is not filed by the applicable Registration Supplement Deadline, (any such failure or breach in (i) – (iiivii) above being referred to as a “Registration Failure,” and the date of each such failure being referred to as a “Registration Failure Date”), then, in addition to any other rights the Holder may have hereunder or under applicable law, on each such Registration Failure Date and on each monthly anniversary of each such Registration Failure Date (if the applicable Registration Failure shall not have been cured by such date) until the applicable Registration Failure is cured, the Company shall pay to each Holder an amount (“Registration Failure Liquidated Damages”) in cash, as liquidated damages and not as a penalty, equal to 21% of the aggregate purchase price paid by such Holder pursuant to the Investment Agreement for any unregistered Put Shares that are Registrable Securities then held by such Holder, until such time as the Registrable Securities either become registered for resale or become immediately resellable under Rule 144 without conditions or restrictions. Notwithstanding (i) – (vii) above, the Company shall not be liable for Registration Failure Liquidated Damages if (1) the Company makes all filings as and when required by this Agreement, (2) the Company responds to any comments from the SEC regarding a Registration Statement within ten (10) days of the date of receipt of such comments, and (3) uses its best efforts to have the subject Registration Statement declared effective for the number of shares required hereunder as quickly as reasonably possible. Registration Failure Liquidated Damages shall be due and payable by the fifth (5th) day of the calendar month in which they accrue. If the Company fails to pay any liquidated damages pursuant to this Section in full within five (5) days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of a Registration Failure.

REGISTRATION FAILURE. If, while any Put Shares are outstanding: (i) a Registration Statement registering for resale all of the Initial Registration Minimum is not filed by the Initial Registration Filing Deadline or is not declared effective by the Commission by the Effectiveness Deadline of the Initial Registration, or (ii) the Company files the Initial Registration Statement without affording the Holder the opportunity to review and comment on the same as required by Section 3(i) herein, or (iii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iv) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holder is otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of 20 calendar days (which need not be consecutive calendar days) during any 12-month period, or (iivi) any Additional Registration Statement required to be filed hereunder is not filed by the applicable Additional Registration Filing Deadline or it is not declared effective by the applicable Additional Registration Effectiveness Deadline, or (iiivii) any Registration Supplement required to be filed hereunder is not filed by the applicable Registration Supplement Deadline, (any such failure or breach in (i) – (iii) above being referred to as a “Registration Failure,” and the date of each such failure being referred to as a “Registration Failure Date”), then, in addition to any other rights the Holder may have hereunder or under applicable law, on each such Registration Failure Date and on each monthly anniversary of each such Registration Failure Date (if the applicable Registration Failure shall not have been cured by such date) until the applicable Registration Failure is cured, the Company shall pay to each Holder an amount (“Registration Failure Liquidated Damages”) in cash, as liquidated damages and not as a penalty, equal to 2% of the aggregate purchase price paid by such Holder pursuant to the Investment Agreement for any unregistered Put Shares that are Registrable Securities then held by such Holder, until such time as the Registrable Securities either become registered for resale or become immediately resellable under Rule 144 without conditions or restrictions. Notwithstanding (i) – (vii) above, the Company shall not be liable for Registration Failure Liquidated Damages if (1) the Company makes all filings as and when required by this Agreement, (2) the Company responds to any comments from the SEC regarding a Registration Statement within ten (10) days of the date of receipt of such comments, and (3) uses its best efforts to have the subject Registration Statement declared effective for the number of shares required hereunder as quickly as reasonably possible. Registration Failure Liquidated Damages shall be due and payable by the fifth (5th) day of the calendar month in which they accrue. If the Company fails to pay any liquidated damages pursuant to this Section in full within five (5) days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of a Registration Failure.

REGISTRATION FAILURE. If, while any Put Shares are outstanding: (i) after In the effective date event of a Registration StatementFailure (as defined below), such the Investors shall be entitled to payments as set forth below. For purpose hereof, “Registration Statement ceases for Failure” means that (A) the Company fails to file with the SEC on or before the Filing Deadline any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holder is otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of 20 calendar days (which need not be consecutive calendar days) during any 12-month period, or (ii) any Additional Registration Statement required to be filed hereunder pursuant to Section 2(a) hereof, (B) the Company fails to use its reasonable best efforts to obtain effectiveness with the SEC, prior to the Registration Deadline, and if such Registration Statement is not so filed by prior to the applicable Additional Registration Filing Deadline or it is not declared effective by the applicable Additional Registration Effectiveness Deadline, or (iii) as soon as possible thereafter, of any Registration Supplement Statement that is required to be filed hereunder is pursuant to Section 2(a) hereof, or fails to use reasonable best efforts to keep such Registration Statement current and effective as required in Section 3 hereof, (C) the Company fails to file any additional Registration Statement required to be filed pursuant to Section 2(a)(ii) hereof on or before the Additional Filing Deadline or fails to use its reasonable best efforts to cause such new Registration Statement to become effective on or before the Additional Registration Deadline, and if such effectiveness does not occur within such period, as soon as possible thereafter, (D) the Company fails to file any amendment to any Registration Statement, or any additional Registration Statement required to be filed by pursuant to Section 3(b) hereof within twenty (20) days of the applicable Registration Supplement DeadlineTrigger Date, or fails to use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective within sixty (60) days of the applicable Registration Trigger Date, and, if such effectiveness does not occur within such period, as soon as possible thereafter, (E) any Registration Statement required to be filed hereunder, after its initial effectiveness and during the Registration Period, lapses in effect or sales of all of the Registrable Securities cannot otherwise be made thereunder (whether by reason of the Company’s failure to amend or supplement the prospectus included therein in accordance herewith, the Company’s failure to file and, use reasonable best efforts to obtain effectiveness with the SEC of an additional Registration Statement or amended Registration Statement required pursuant to Sections 2(a)(ii) or 3(b) hereof, as applicable, or otherwise), or (F) the Company fails to provide a commercially reasonable written response to any comments to any Registration Statement submitted by the SEC within twenty (20) days of the date that such failure or breach in (i) – (iii) above being referred to as a “SEC comments are received by the Company. Upon any Registration Failure,” and the date of each such failure being referred to as a “Registration Failure Date”), then, in addition to any all other rights available remedies that the Holder may have hereunder or pursue hereunder, under applicable lawthe Warrants, on each such Registration Failure Date and on each monthly anniversary the Certificate of each such Registration Failure Date (if Designations and/or the applicable Registration Failure shall not have been cured by such date) until the applicable Registration Failure is curedExchange Agreement, the Company shall pay additional damages to the Holder for each Holder 30-day period (prorated for any partial period) after the date of such Registration Failure in an amount in cash equal to one percent (“1%) of an amount equal to the sum of (x) the product of the Exercise Price (as defined in the Warrants) multiplied by the aggregate number of Registrable Securities issued or issuable in respect of the Warrants, plus (y) the aggregate Series B Liquidation Preference of all shares of Series B Preferred Stock then held by the Investors as of the date such Registration Failure Liquidated Damages”occurs, plus (z) in cash, as liquidated damages and not as a penalty, equal to 2% of the aggregate purchase price paid by such Holder pursuant to the Investment Agreement for any unregistered Put Shares all other shares of Common Stock that are constitute Registrable Securities then held by as of the date such Holder, Registration Failure occurs. Such payments shall accrue until the earlier of (i) such time as the Registration Failure has been cured and (ii) the date on which all of the Registrable Securities either become registered may be disposed of for resale or become immediately resellable the Holder’s own account without restriction under Rule 144 (including, without conditions or restrictions. Notwithstanding (i) – (vii) abovelimitation, volume restrictions and without the Company shall not be liable for Registration Failure Liquidated Damages if (1) the Company makes all filings as and when required by this Agreement, (2) the Company responds to any comments from the SEC regarding a Registration Statement within ten (10) days of the date of receipt of such comments, and (3) uses its best efforts to have the subject Registration Statement declared effective need for the number availability of shares required hereunder as quickly as reasonably possible. Registration Failure Liquidated Damages shall be due and payable by the fifth (5th) day of the calendar month in which they accrue. If the Company fails to pay any liquidated damages pursuant to this Section in full within five (5) days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of a Registration Failurecurrent public information under Rule 144).

REGISTRATION FAILURE. If, while any Put Shares are outstanding: (i) a Registration Statement registering for resale all of the Initial Registration Minimum is not filed by the Initial Registration Filing Deadline or is not declared effective by the Commission by the Effectiveness Deadline of the Initial Registration, or (ii) the Company files the Initial Registration Statement without affording the Holder the opportunity to review and comment on the same as required by Section 3(i) herein, or (iii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iv) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 10 Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holder is otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of 20 calendar days (which need not be consecutive calendar days) during any 12-month period, or (iivi) any Additional Registration Statement required to be filed hereunder is not filed by the applicable Additional Registration Filing Deadline or it is not declared effective by the applicable Additional Registration Effectiveness Deadline, or (iiivii) any Registration Supplement required to be filed hereunder is not filed by the applicable Registration Supplement Deadline, (any such failure or breach in (i) – (iiivii) above being referred to as a “Registration Failure,” and the date of each such failure being referred to as a “Registration Failure Date”), then, in addition to any other rights the Holder may have hereunder or under applicable law, on each such Registration Failure Date and on each monthly anniversary of each such Registration Failure Date (if the applicable Registration Failure shall not have been cured by such date) until the applicable Registration Failure is cured, the Company shall pay to each Holder an amount (“Registration Failure Liquidated Damages”) in cash, as liquidated damages and not as a penalty, equal to 2% of the aggregate purchase price paid by such Holder pursuant to the Investment Agreement for any unregistered Put Shares that are Registrable Securities then held by such Holder, until such time as the Registrable Securities either become registered for resale or become immediately resellable under Rule 144 without conditions or restrictions. Notwithstanding (i) – (vii) above, the Company shall not be liable for Registration Failure Liquidated Damages if (1) the Company makes all filings as and when required by this Agreement, (2) the Company responds to any comments from the SEC regarding a Registration Statement within ten (10) days Trading Days of the date of receipt of such comments, and (3) uses its best efforts to have the subject Registration Statement declared effective for the number of shares required hereunder as quickly as reasonably possible. Registration Failure Liquidated Damages shall be due and payable by the fifth (5th) day of the calendar month in which they accrue. If the Company fails to pay any liquidated damages pursuant to this Section in full within five (5) days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of a Registration Failure.

REGISTRATION FAILURE. If, while any Put Shares are outstanding: (i) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holder is otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of 20 calendar days (which need not be consecutive calendar days) during any 12-month period, or (ii) any Additional Registration Statement required to be filed hereunder is not filed by the applicable Additional Registration Filing Deadline or it is not declared effective by the applicable Additional Registration Effectiveness Deadline, or (iii) any Registration Supplement required to be filed hereunder is not filed by the applicable Registration Supplement Deadline, (any such failure or breach in (i) – (iii) above being referred to as a “Registration Failure,” and the date of each such failure being referred to as a “Registration Failure Date”), then, in addition to any other rights the Holder may have hereunder or under applicable law, on each such Registration Failure Date and on each monthly anniversary of each such Registration Failure Date (if the applicable Registration Failure shall not have been cured by such date) until the applicable Registration Failure is cured, the Company shall pay to each Holder an amount (“Registration Failure Liquidated Damages”) in cash, as liquidated damages and not as a penalty, equal to 2% of the aggregate purchase price paid by such Holder pursuant to the Investment Agreement for any unregistered Put Shares that are Registrable Securities then held by such Holder, until such time as the Registrable Securities either become registered for resale or become immediately resellable under Rule 144 without conditions or restrictions. Notwithstanding (i) – (vii) above, the Company shall not be liable for Registration Failure Liquidated Damages if (1) the Company makes all filings as and when required by this Agreement, (2) the Company responds to any comments from the SEC regarding a Registration Statement within ten (10) days of the date of receipt of such comments, and (3) uses its best efforts to have the subject Registration Statement declared effective for the number of shares required hereunder as quickly as reasonably possible. Registration Failure Liquidated Damages shall be due and payable by the fifth (5th) day of the calendar month in which they accrue. If the Company fails to pay any liquidated damages pursuant to this Section in full within five (5) days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of a Registration Failure. In addition, if the Company never files the Initial Registration Statement because it is not required to do so under Section 2(b), then the Company shall not be liable for any Registration Failure Liquidated Damages.

REGISTRATION FAILURE. If, while any Put Shares are outstanding: (i) in the aggregate among all Holders on a pro-rata basis based on their purchase of the Securities pursuant to the Securities Purchase Agreement, a Registration Statement registering for resale all of the Initial Registration Minimum is not declared effective by the Commission by the Effectiveness Deadline of the Initial Registration, or (ii) the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(g) herein, or (iii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iv) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 10 Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holder is Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of 20 15 calendar days (which need not be consecutive calendar days) during any 12-month period, or (iivi) any Additional Registration Statement required to be filed hereunder is not filed by the applicable Additional Registration Filing Deadline or it is not declared effective by the applicable Additional Registration Effectiveness Deadline, or (iii) any Registration Supplement required to be filed hereunder is not filed by the applicable Registration Supplement Deadline, Deadline (any such failure or breach in (i) – (iii) above being referred to as a “Registration Failure,” ”, and for purposes of clause (i) or (ii), the date on which such Registration Failure occurs, and for purpose of each clause (iii) the date on which such failure five Trading Day period is exceeded, and for purpose of clause (iv) the date which such 10 calendar day period is exceeded, and for purpose of clause (v) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as a “Registration Failure Date”), then, in addition to any other rights the Holder Holders may have hereunder or under applicable law, on each such Registration Failure Date and on each monthly anniversary of each such Registration Failure Date (if the applicable Registration Failure shall not have been cured by such date) until the applicable Registration Failure is cured, the Company shall pay to each Holder an amount (“Registration Failure Liquidated Damages”) in cash, as liquidated damages and not as a penalty, equal to 2% of the aggregate purchase price paid by such Holder pursuant to the Investment Purchase Agreement for any unregistered Put Shares that are Registrable Securities then held by such Holder. The parties agree that (1) the Company shall not be liable for liquidated damages under this Agreement with respect to any Warrants or Warrant Shares, until provided that such time as Warrants are exerciseable in a cashless exercise and the Registrable Securities either become registered underlying Warrant Shares are eligible for resale or become immediately resellable sale under Rule 144 without conditions or restrictions. following a cashless exercise, and (2) no Registration Failure Liquidated Damages shall accrue with respect to the Debentures during any time that the underlying Conversion Shares are eligible for sale under Rule 144. (vii) Notwithstanding (i) – (viivi) above, the Company shall not be liable for Registration Failure Liquidated Damages if (1) the Company makes all filings as and when required by this Agreement, (2) the Company responds to any comments from the SEC regarding a Registration Statement within ten (10) days of the date of receipt of such comments, and (3) uses its best efforts to have the subject Registration Statement declared effective for the number of shares required hereunder as quickly as reasonably possible. Registration Failure Liquidated Damages shall be due and payable by the fifth (5th) day of the calendar month in which they accrue. If the Company fails to pay any liquidated damages pursuant to this Section in full within five (5) days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of a Registration Failure.

REGISTRATION FAILURE. If, while any Put Shares are outstanding: (i) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holder is otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of 20 calendar days (which need not be consecutive calendar days) during any 12-month periodperiod unless such Registrable Securities can be sold without registration under Rule 144, or (ii) any Additional Registration Statement required to be filed hereunder is not filed by the applicable Additional Registration Filing Deadline or it is not declared effective by the applicable Additional Registration Effectiveness Deadline, or (iii) any Registration Supplement required to be filed hereunder is not filed by the applicable Registration Supplement Deadline, (any such failure or breach in (i) – (iii) above being referred to as a “Registration Failure,” and the date of each such failure being referred to as a “Registration Failure Date”), then, in addition to any other rights the Holder may have hereunder or under applicable law, on each such Registration Failure Date and on each monthly anniversary of each such Registration Failure Date (if the applicable Registration Failure shall not have been cured by such date) until the applicable Registration Failure is cured, the Company shall pay to each Holder an amount (“Registration Failure Liquidated Damages”) in cash, as liquidated damages and not as a penalty, equal to 21% of the aggregate purchase price paid by such Holder pursuant to the Investment Agreement for any unregistered Put Shares that are Registrable Securities then held by such Holder, until such time as the Registrable Securities either become registered for resale or become immediately resellable under Rule 144 without conditions or restrictions. Notwithstanding (i) – (vii) above, the Company shall not be liable for Registration Failure Liquidated Damages if (1) the Company makes all filings as and when required by this Agreement, (2) the Company responds to any comments from the SEC regarding a Registration Statement within ten (10) days of the date of receipt of such comments, and (3) uses its best efforts to have the subject Registration Statement declared effective for the number of shares required hereunder as quickly as reasonably possible. Registration Failure Liquidated Damages shall be due and payable by the fifth (5th) day of the calendar month in which they accrue. If the Company fails to pay any liquidated damages pursuant to this Section in full within five (5) days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of a Registration Failure.

REGISTRATION FAILURE. If, while any Put Shares are outstanding: (i) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holder is otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of 20 calendar days (which need not be consecutive calendar days) during any 12-month period, or (ii) any Additional Registration Statement required to be filed hereunder is not filed by the applicable Additional Registration Filing Deadline or it is not declared effective by the applicable Additional Registration Effectiveness Deadline, or (iii) any Registration Supplement required to be filed hereunder is not filed by the applicable Registration Supplement Deadline, (any Deadline,(any such failure or breach in (i) – (iii) above being referred to as a “Registration Failure,” and the date of each such failure being referred to as a “Registration Failure Date”), then, in addition to any other rights the Holder may have hereunder or under applicable law, on each such Registration Failure Date and on each monthly anniversary of each such Registration Failure Date (if the applicable Registration Failure shall not have been cured by such date) until the applicable Registration Failure is cured, the Company shall pay to each Holder an amount (“Registration Failure Liquidated Damages”) in cash, as liquidated damages and not as a penalty, equal to 2% of the aggregate purchase price paid by such Holder pursuant to the Investment Agreement for any unregistered Put Shares that are Registrable Securities then held by such Holder, until such time as the Registrable Securities either become registered for resale or become immediately resellable under Rule 144 without conditions or restrictions. Notwithstanding (i) – (vii) above, the Company shall not be liable for Registration Failure Liquidated Damages if (1) the Company makes all filings as and when required by this Agreement, (2) the Company responds to any comments from the SEC regarding a Registration Statement within ten (10) days of the date of receipt of such comments, and (3) uses its best efforts to have the subject Registration Statement declared effective for the number of shares required hereunder as quickly as reasonably possible. Registration Failure Liquidated Damages shall be due and payable by the fifth (5th) day of the calendar month in which they accrue. If the Company fails to pay any liquidated damages pursuant to this Section in full within five (5) days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of a Registration Failure.

REGISTRATION FAILURE. If, while any Put Shares are outstanding: (i) in the aggregate among all Holders on a pro-rata basis based on their purchase of the Securities pursuant to the Securities Purchase Agreement, a Registration Statement registering for resale all of the Initial Registration Minimum is not declared effective by the Commission by the Effectiveness Deadline of the Initial Registration, or (ii) the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(g) herein, or (iii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iv) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 10 Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holder is Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of 20 15 calendar days (which need not be consecutive calendar days) during any 12-month period, or (iivi) any Additional Registration Statement required to be filed hereunder is not filed by the applicable Additional Registration Filing Deadline or it is not declared effective by the applicable Additional Registration Effectiveness Deadline, or (iii) any Registration Supplement required to be filed hereunder is not filed by the applicable Registration Supplement Deadline, Deadline (any such failure or breach in (i) – (iii) above being referred to as a “Registration Failure,” ”, and for purposes of clause (i) or (ii), the date on which such Registration Failure occurs, and for purpose of each clause (iii) the date on which such failure five Trading Day period is exceeded, and for purpose of clause (iv) the date which such 10 calendar day period is exceeded, and for purpose of clause (v) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as a “Registration Failure Date”), then, in addition to any other rights the Holder Holders may have hereunder or under applicable law, on each such Registration Failure Date and on each monthly anniversary of each such Registration Failure Date (if the applicable Registration Failure shall not have been cured by such date) until the applicable Registration Failure is cured, the Company shall pay to each Holder an amount (“Registration Failure Liquidated Damages”) in cash, as liquidated damages and not as a penalty, equal to 2% of the aggregate purchase price paid by such Holder pursuant to the Investment Purchase Agreement for any unregistered Put Shares that are Registrable Securities then held by such Holder. The parties agree that the Company shall not be liable for liquidated damages under this Agreement with respect to any Warrants or Warrant Shares, until provided that such time as Warrants are exerciseable in a cashless exercise and the Registrable Securities either become registered underlying Warrant Shares are eligible for resale or become immediately resellable sale under Rule 144 without conditions or restrictions. following a cashless exercise.. (vii) Notwithstanding (i) – (viivi) above, the Company shall not be liable for Registration Failure Liquidated Damages if (1) the Company makes all filings as and when required by this Agreement, (2) the Company responds to any comments from the SEC regarding a Registration Statement within ten (10) days of the date of receipt of such comments, and (3) uses its best efforts to have the subject Registration Statement declared effective for the number of shares required hereunder as quickly as reasonably possible. Registration Failure Liquidated Damages shall be due and payable by the fifth (5th) day of the calendar month in which they accrue. If the Company fails to pay any liquidated damages pursuant to this Section in full within five (5) days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of a Registration Failure.

REGISTRATION FAILURE. If, while any Put Shares are outstanding: (i) after the effective date of If a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective Failure (as to all Registrable Securities included defined in such Registration Statement, or the Holder is otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of 20 calendar days (which need not be consecutive calendar daysWarrants) during any 12-month period, or (ii) any Additional Registration Statement required to be filed hereunder is not filed by the applicable Additional Registration Filing Deadline or it is not declared effective by the applicable Additional Registration Effectiveness Deadline, or (iii) any Registration Supplement required to be filed hereunder is not filed by the applicable Registration Supplement Deadline, (any such failure or breach in (i) – (iii) above being referred to as a “Registration Failure,” and the date of each such failure being referred to as a “Registration Failure Date”)occurs, then, in addition to any all other rights available remedies that the Holder Investors may have pursue hereunder or under applicable law, on each such Registration Failure Date and on each monthly anniversary of each such Registration Failure Date (if the applicable Registration Failure shall not have been cured by such date) until the applicable Registration Failure is curedWarrants, the Company shall pay additional damages (the “Failure Payment”) to the Investors for each Holder 30-day period (prorated for any partial period) after the date of such Registration Failure in an amount (“Registration Failure Liquidated Damages”) in cash, as liquidated damages and not as a penalty, cash equal to 2% one percent (1.00%) of an amount equal to the aggregate purchase price paid by such Holder pursuant to the Investment Agreement for any unregistered Put Shares that are all Private Placement Registrable Securities then held by as of the date such Holder, Registration Failure occurs. Such payments shall accrue until the earlier of (i) such time as the Registration Failure has been cured and (ii) the date on which all of the Private Placement Registrable Securities either become registered may be disposed of for resale or become immediately resellable the Holder’s own account without restriction under Rule 144 (including, without conditions limitation, volume restrictions but excluding any “current public information” requirement under Rule 144 so long as such requirement is then satisfied). Each Investor shall be entitled to its pro rata portion of any such payments based upon the number of Private Placement Registrable Securities held by such Investor included, or restrictionsto be included, as applicable, relative to the total number of Private Placement Registrable Securities included, or to be included, as applicable, in the Registration Statement giving rise to such payment. Notwithstanding (i) – (vii) aboveanything express or implied to the contrary in the foregoing provisions of this Section 5, elsewhere in this Agreement or in the Company shall not be liable for Registration Failure Liquidated Damages if Warrants, (1) no Failure Payment shall accrue or be payable with respect to any period after the Company makes all filings as expiration of the applicable Registration Period and when required by this Agreement, (2) the Company responds no Failure Payment shall accrue or be payable with respect to any comments from the SEC regarding period that a Registration Statement within ten (10) days is unavailable for resales of the date Registrable Securities solely due to a breach by an Investor that holds any such Registrable Securities of receipt of such comments, and (3) uses its best efforts to have the subject Registration Statement declared effective for the number of shares required hereunder as quickly as reasonably possible. Registration Failure Liquidated Damages shall be due and payable by the fifth (5th) day of the calendar month in which they accrue. If the Company fails to pay any liquidated damages pursuant to this obligations under Section in full within five (5) days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of a Registration Failure4 hereof.

REGISTRATION FAILURE. If, while any Put Shares are outstanding: (i) a Registration Statement registering for resale all of the Initial Registration Minimum is not filed by the Initial Registration Filing Deadline or is not declared effective by the Commission by the Effectiveness Deadline of the Initial Registration, or (ii) the Company files the Initial Registration Statement without affording the Holder the opportunity to review and comment on the same as required by Section 3(i) herein, or (iii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iv) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holder is otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of 20 calendar days (which need not be consecutive calendar days) during any 12-month period, or (iivi) any Additional Registration Statement required to be filed hereunder is not filed by the applicable Additional Registration Filing Deadline or it is not declared effective by the applicable Additional Registration Effectiveness Deadline, or (iiivii) any Registration Supplement required to be filed hereunder is not filed by the applicable Registration Supplement Deadline, (any such failure or breach in (i) – (iiivii) above being referred to as a “Registration Failure,” and the date of each such failure being referred to as a “Registration Failure Date”), then, in addition the Holder shall be entitled to any other exercise all rights the Holder may have hereunder or under applicable law, on each such Registration Failure Date and on each monthly anniversary of each such Registration Failure Date (if the applicable Registration Failure shall not have been cured by such date) until the applicable Registration Failure is cured, the Company shall pay to each Holder an amount (“Registration Failure Liquidated Damages”) in cash, as liquidated damages and not as a penalty, equal to 2% of the aggregate purchase price paid by such Holder pursuant to the Investment Agreement for any unregistered Put Shares that are Registrable Securities then held by such Holder, until such time as the Registrable Securities either become registered for resale or become immediately resellable under Rule 144 without conditions or restrictions. Notwithstanding (i) – (vii) above, the Company shall not be liable for Registration Failure Liquidated Damages if (1) the Company makes all filings as and when required by this Agreement, (2) the Company responds to any comments from the SEC regarding a Registration Statement within ten thirty (1030) days of the date of receipt of such comments, and (3) uses its best reasonable commercial efforts to have the subject Registration Statement declared effective for the number of shares required hereunder as quickly as reasonably possible. Registration Failure Liquidated Damages shall be due and payable by the fifth (5th) day of the calendar month in which they accrue. If the Company fails to pay any liquidated damages pursuant to this Section in full within five (5) days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of a Registration Failure.

REGISTRATION FAILURE. If, while any Put Shares are outstanding: (i) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holder is otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of 20 calendar days (which need not be consecutive calendar days) during any 12-month periodperiod unless such Regisitrable Securities can be resold by the Investor without registration and without any limitations or conditions under Rule 144, or (ii) any Additional Registration Statement required to be filed hereunder is not filed by the applicable Additional Registration Filing Deadline or it is not declared effective by the applicable Additional Registration Effectiveness Deadline, or (iii) any Registration Supplement required to be filed hereunder is not filed by the applicable Registration Supplement Deadline, (any such failure or breach in (i) – (iii) above being referred to as a “Registration Failure,” and the date of each such failure being referred to as a “Registration Failure Date”), then, in addition to any other rights the Holder may have hereunder or under applicable law, on each such Registration Failure Date and on each monthly anniversary of each such Registration Failure Date (if the applicable Registration Failure shall not have been cured by such date) until the applicable Registration Failure is cured, the Company shall pay to each Holder an amount (“Registration Failure Liquidated Damages”) in cash, as liquidated damages and not as a penalty, equal to 21% of the aggregate purchase price paid by such Holder pursuant to the Investment Agreement for any unregistered Put Shares that are Registrable Securities then held by such Holder, Holder until such time as the Registrable Securities either become registered for resale or become immediately resellable under Rule 144 without conditions or restrictions. .. Notwithstanding (i) – (vii) above, the Company shall not be liable for Registration Failure Liquidated Damages if (1) the Company makes all filings as and when required by this Agreement, (2) the Company responds to any comments from the SEC regarding a Registration Statement within ten (10) days of the date of receipt of such comments, and (3) uses its best efforts to have the subject Registration Statement declared effective for the number of shares required hereunder as quickly as reasonably possible. Registration Failure Liquidated Damages shall be due and payable by the fifth (5th) day of the calendar month in which they accrue. If the Company fails to pay any liquidated damages pursuant to this Section in full within five (5) days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of a Registration Failure.

REGISTRATION FAILURE. If, while any Put Shares are outstanding: (i) in the aggregate among all Buyers on a pro-rata basis based on their purchase of the Purchase Securities pursuant to the Purchase Agreement, the Initial Registration Statement registering for resale all of the Initial Registration Minimum (except as the result of a SEC Share Reduction) is not filed by the Initial Registration Filing Deadline or is not declared effective by the Commission by the Effectiveness Deadline; or (ii) the Company files the Initial Registration Statement without affording the Buyers the opportunity to review and comment on the same as required by Section 3(g) herein; or (iii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the 1933 Act, within five Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be reviewed or will not be subject to further review; or (iv) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise provide a commercially reasonable written response to any comments made by the Commission in respect of such Registration Statement within 15 Business Days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective; or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holder is Buyers are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of 20 15 calendar days (which need not be consecutive calendar days) during any 12-month periodperiod (or an aggregate of 25 calendar days if the Company is negotiating a merger, orconsolidation, acquisition or sale of all or substantially all of its assets or a similar or other material transaction and, in the written opinion of counsel to the Company, the Registration Statement would be required to be amended to include information concerning such pending transaction(s) or the parties thereto which information is not available or may not be publicly disclosed at the time); (iivi) the Initial Registration Statement and any Additional Registration Statement required to be filed hereunder is not filed by the applicable Additional Registration Filing Deadline or it is not declared effective by the applicable Additional Registration Effectiveness Deadline, or (iii; or(vii) the Company shall fail for any Registration Supplement required reason to be filed hereunder is not filed by satisfy the current public information requirement under Rule 144 as to the applicable Registration Supplement Deadline, Registrable Securities; (any such failure or breach in (i) – (iii) above being referred to as a “Registration Failure,” ”, and for purposes of clause (i), (ii) or (vii), the date on which such Registration Failure occurs, and for purpose of each clause (iii) the date on which such failure five Business Day period is exceeded, and for purpose of clause (iv) the date which such 10 Business Day period is exceeded, and for purpose of clause (v) the date on which such 10 consecutive or 15 aggregate calendar day period, as applicable, is exceeded being referred to as a “Registration Failure Date”), thenDate”);then, in addition to any other rights the Holder Buyers may have hereunder or under applicable law, (A) with respect to clause (i), above, the Interest Rate (as defined in the Debentures) payable on the Debentures shall (retroactively to the date the Interest (as defined in the Debentures) began to accrue under the Debentures) increase from 11% to 13% until such time as the Initial Registration Statement is filed or declared effective by the Commission, as applicable, and as of such date the Interest Rate will reset to 11%, (B) with respect to clause (vii), the Company shall pay to a Buyer, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of Buyer’s ability to sell the Registrable Securities, an amount in cash equal to two percent (2.0%) of the aggregate purchase price of such Buyer’s Debentures pursuant to the Purchase Agreement on the day of such failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty days) thereafter until the earlier of (x) the date such failure is cured and (y) such time that such public information is no longer required for the Buyers to transfer the Registrable Securities pursuant to Rule 144, and (C) with respect to any other clause of this Section 4, on each such Registration Failure Date and on each monthly anniversary of each such Registration Failure Date (if the applicable Registration Failure shall not have been cured by such date) until the applicable Registration Failure is cured, the Company shall pay to each Holder Buyer an amount (“Registration Failure Liquidated Damages”) in cash, as liquidated damages and not as a penalty, equal to 2% of the aggregate purchase price paid by such Holder Buyer pursuant to the Investment Purchase Agreement for any unregistered Put unconverted Debentures. The parties agree that the Company shall not be liable for liquidated damages under this Section 4 with respect to any Warrants, Debentures, Debenture Shares or Warrant Shares in the event that such Warrants are Registrable Securities then held by exercisable in a Cashless Exercise (as defined therein) and such HolderDebentures are convertible for shares of Common Stock, until such time as and the Registrable Securities either become registered underlying Warrant Shares or Debenture Shares are eligible for resale or become immediately resellable sale under Rule 144 (without conditions volume or restrictions. other ) following such Cashless Exercise or conversion. (vii) Notwithstanding (i) – to (viivi) above, the Company shall not be liable for Registration Failure Liquidated Damages if (1) the Company makes all filings as and when required by this Agreement, (2) the Company responds to any comments from the SEC regarding a Registration Statement within ten (10) days Business Days of the date of receipt of such comments, and (3) the Company uses its best efforts to have the subject Registration Statement declared effective for the number of shares required hereunder as quickly as reasonably possible. Registration Failure Liquidated Damages shall be due and payable by the fifth (5th) day of the calendar month in which they accrue. If the Company fails to pay any liquidated damages pursuant to this Section in full within five (5) days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the HolderBuyer, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of a Registration Failure.