Common use of Registration Default Clause in Contracts

Registration Default. If (A) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (B) after the Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not 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 (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)), or (C) an amendment 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 (A), (B) and (C) being referred to herein as a "Registration Default"), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make payments to each Holder equal to one and one-half percent (1.5%) of the aggregate amount of principal and interest outstanding on the Debentures then held by such Holder for each thirty (30) day period in which a Registration Default occurs (prorated for any period of less than thirty days). Each such payment shall be made within five (5) Business Days following the last day of the calendar month in which a Registration Default occurs. 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, or otherwise.

Registration Default. If (Ai) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (Bii) after the a Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not 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 Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k))) cannot be made by a Holder under a Registration Statement for any reason not within the exclusive control of such Holder, or (Ciii) an amendment or supplement to the a Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(kSection 3(j) below below, is not filed on or before the date required by such paragraph section (each of the foregoing clauses (Ai), (Bii) and (Ciii) being referred to herein as a "“Registration Default"”), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make cash payments to each Holder equal to such Holder’s pro rata share (based on the aggregate number of Registrable Securities then held by or issuable to such Holder as of the occurrence of the Registration Deadline) equal to one and one-half percent (1.51%) of the aggregate amount of principal and interest outstanding on the Debentures then held Purchase Price paid by such Holder for such Holder’s Note and Warrants for each thirty (30) day period (pro rated for partial periods) in which a Registration Default occurs exists, up to a maximum of four percent (prorated 4%) of the aggregate Purchase Price paid by such Holder for such Holder’s Note and Warrants; provided, however, that such maximum shall be increased to six percent (6%) of the aggregate Purchase Price paid by such Holder if the Registration Statement is not filed on or before August 31, 2006. Notwithstanding any period provision of less than this Agreement to the contrary, the Company shall be permitted to suspend the Registration Statement for one or more periods (provided that the aggregate length of such suspension shall not exceed ten (10) consecutive Business Days or an aggregate of twenty (20) Business Days in any 365 day period, with at least thirty days)calendar days between each such suspension) the actions required under Section 2(a) of this Agreement to the extent that the Board of Directors of the Company concludes reasonably and in good faith that the disclosure of information in the prospectus is not in the best interest of the Company. Each 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 a Registration Default occursexists. Any such payment made following such five (5) Business Day window shall be subject to interest at the lower of sixteen percent (16%) and the maximum rate permitted by applicable law. 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 Notes, or otherwise.

Registration Default. If (Ai) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (Bii) after the a Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not 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 Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)), ) cannot be made by a Holder under a Registration Statement for any reason not within the exclusive control of such Holder or (Ciii) an amendment or supplement to the a Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(k) below Section 3(j), is not filed on or before the date required by such paragraph thereby (each of the foregoing clauses (Ai), (Bii) and (Ciii) being referred to herein as a "“Registration Default"”), and such Registration Defaultthe Company shall, no later than two (i2) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time Business Days after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a on which such Registration Default described in clause (B)occurs, or clause (C), continues for seven (7) business days following delivery of make a written notice of such default by the Investor to the Company, the Company shall make payments cash payment to each Holder equal to such Holder’s pro rata share (based on the number of Registrable Securities then held by or issuable to such Holder as compared to the number of Registrable Securities then held by or issuable to all Holders; in each case, without regard to any limitation or restriction on (x) the issuance of such Registrable Securities or (y) the exercise of any Warrants) of one and one-half percent (1.51%) of the aggregate amount of principal and interest outstanding on Purchase Price paid by all Holders (such amount, the Debentures then held by such Holder “Registration Default Payment Amount”). In addition to the foregoing payment, the Company shall, for each thirty (30) day period in which a Registration Default occurs (prorated for any period of less than thirty days). Each such payment shall be made within five (5) Business Days following the last day of the calendar month in which a Registration Default occursoccurred and/or existed, make an additional cash payment to each Holder equal to such Holder’s pro rata share of the Registration Default Payment Amount (pro rated for partial months), and the payment for each such calendar month shall be due on the last day of such calendar month; provided, however, that if the applicable Registration Default is cured prior to the end of a calendar month, then the cash payment for such month shall be made no later than two (2) Business Days after the date on which such Registration Default was cured. Notwithstanding the foregoing, the total amount of liquidated damages payable by the Company pursuant to this Section 2(c) shall be capped at an aggregate amount of nine percent (9%) of the aggregate Purchase Price paid by all Holders. 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, under any of the Securities Purchase Agreement, other Transaction Documents or otherwise.

Registration Default. If (A) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (B) after the Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not 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 (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)), or (C) an amendment 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 paragraph, (each of (A), (B) and (C) being referred to herein as a "Registration Default"), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make payments to each Holder equal to one and one-half percent (1.5%i) of for the aggregate amount of principal and interest outstanding on the Debentures then held by such Holder for each first thirty (30) day period in which a Registration Default occurs (prorated for any period of less than thirty days). Each such payment shall be made within five , one and one-half percent (51.5%) Business Days following the last day of the calendar month principal amount of the Debentures then held by such Holder and (ii) for each thirty day period in which a Registration Default occursexists thereafter (prorated for any period of less than thirty days), two percent (2%) of such principal amount. Any such Such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether equity or pursuant to the terms hereof, hereof or the Securities Purchase Agreement, the Debentures, or otherwise.

Registration Default. If (Ai) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (Bii) after the Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not 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 (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)), or (Ciii) an amendment to the Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(kSection 1(f) below hereof is not filed on or before the date required by such paragraph paragraph, (each of (Ai), (Bii) and (Ciii) being referred to herein as a "“Registration Default"”), and such Registration Defaultthen, (i) in as partial relief for the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior damages to the Registration Deadline, Holders by reason of any such delay in or (ii) in reduction of their ability to sell the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the CompanyRegistrable Securities, the Company shall make payments to each Holder of Registrable Securities equal to one and one-half percent (1.51.0%) of the aggregate amount of principal and interest outstanding on purchase price paid by such Holder for the Debentures Registrable Securities then held by such Holder for each thirty (30) day period in which a until the applicable Registration Default occurs is cured (prorated for any period of less than thirty days). Each Notwithstanding the foregoing, with respect to a Registration Default described in clause (iii), the payment to be made by the Company to each Holder of Registrable Securities shall be equal to one percent (1.0%) of the aggregate purchase price paid by such payment Holder for the Registrable Securities then held by such Holder that are not covered by the Registration Statement. All payments required under this Section 1(d) shall be made within five (5) Business Days following the last day of the calendar month in which a Registration Default occurs. Any such payment shall be in addition to any other remedies available to each Holder of Registrable Securities at law or in equity, whether pursuant to the terms hereof, the Securities Purchase Agreement, Agreement or otherwise.

Registration Default. If (Ai) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (Bii) after the Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not in effectCommission, sales of Registrable Securities (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)) cannot be made by a Holder under the a Registration Statement for any reason not within the exclusive control of such Holder (other than such Registrable Securities during a Black-out Period (as are then freely saleable pursuant to Rule 144(kdefined below)), (iii) the Common Stock ceases to be listed on the Nasdaq National Market, the Nasdaq Small Cap Market or the New York Stock Exchange, or (Civ) an amendment or supplement to the a Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(k4(j) below is not filed on or before the date required by such paragraph (each of the foregoing clauses (Ai), (Bii), (iii), (iv) and or (Cv) being referred to herein as a "“Registration Default"”), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make cash payments to each Holder equal to one and one-half percent (1.51%) of the aggregate amount of principal and interest outstanding on the Debentures then held Purchase Price paid by such Holder for such Holder’s Shares and Warrant for each thirty (30) day period in which a Registration Default occurs (prorated exists, such payment to be pro rated for any period portion of less than any such thirty days)(30) day period. Each such payment required to be made under this paragraph 2(d) shall be made within five (5) Business Days following the last day of the each calendar month in which a Registration Default occursexists. 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, Agreement or otherwise.

Registration Default. If (A) the Registration -------------------- Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (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 not 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 Holder, (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k))C) trading in the Common Stock on the Principal Exchange is suspended or restricted, or (CD) an amendment 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 paragraph, (each of (A), (B), (C) and (CD) being referred to herein as a "Registration Default"), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall -------------------- make cash payments to each Holder equal to one and one-half percent (1.51.0%) of the aggregate amount of principal and interest outstanding on Purchase Price for the Debentures Securities then held by such Holder for each thirty (30) day period until such Registration Default is cured (such payment to be prorated for any period in which a Registration Default occurs (prorated continues for any period of less than thirty days). Each such payment shall be made in immediately available funds within five (5) Business Days following the last day of the calendar month in which a Registration Default occursoccurs 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 Securities Purchase Agreement, or otherwise.

Registration Default. If The Company further agrees that, in the event that (Aa) the First or Second Registration Statement is Statements (i) have not been filed on with the SEC within 60 days after the First or before the Filing Deadline or declared effective by the Commission on or before the Registration DeadlineSecond Closing Date, respectively, (Bii) after the Registration Statement has have not been declared effective by the Commission and SEC by the First or Second Required Effectiveness Dates, respectively, or (iii) after either of the First or Second Registration Statements are declared effective by the SEC, either or both are suspended by the Company or cease to remain continuously effective at all times during a period in which an Allowed Delay (the Registration Period as hereinafter defined) is not 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 such Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)time period(s) permitted by Section 6.7(b), or (Cb) an amendment the Company has failed to perform its obligations set forth in Section 6.4 within the Registration Statement, or a new registration statement, time periods 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 therein (each of such event referred to in clauses (Aa)(i), (Bii) and (Ciii) being referred to herein as and clause (b), a "“Registration Default"”), and 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 pay to each Purchaser 1% of such Purchaser’s aggregate purchase price of its Securities for each Penalty Period (or partial Penalty Period) during which the Registration DefaultDefault remains uncured; provided, (i) in however, that if the case primary cause of a Registration Default described is a Purchaser’s failure to provide the Company with any information that is required to be provided in clause (A)the applicable Registration Statement with respect to such Purchaser as set forth herein, occurs or is continuing after seven (7) business days following delivery of a written notice then the commencement of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default Penalty Period described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make payments to each Holder equal to one and one-half percent (1.5%) of the aggregate amount of principal and interest outstanding on the Debentures then held by such Holder for each thirty (30) day period in which a Registration Default occurs (prorated for any period of less than thirty days). Each such payment 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 First Closing Purchase Price and, if applicable, Second 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 fifth Business Day after the end of such Penalty Period, the Company will pay interest thereon at a Registration Default occursrate 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 liquidated 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 Securities Purchase Agreement, or otherwiseconnection with each Registration Default.

Registration Default. If (A) In relation to the Registration Statement is not filed on or before Shares sold under this Agreement, in the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (B) after event that the Registration Statement has not been declared effective by the Commission Xxxxx 00, 0000 (xx being acknowledged and during a agreed that there shall be no cure period in which an Allowed Delay (as hereinafter defined) is not 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 (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)breach), or (C) an amendment the Company shall pay to the Registration Statement, or Purchaser a new registration statement, required to be filed pursuant to fee of one percent (1%) of the terms of paragraph 4(k) below is not filed on or before the date required by such paragraph (each of (A), (B) and (C) being referred to herein as a "Registration Default"), and such Registration Default, Purchase Price (i) in the case of a Registration Default described in clause (A), occurs or is continuing after within seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (March 30) days prior to the Registration Deadline, or 2018 and (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make payments to each Holder equal to one and one-half percent (1.5%) of the aggregate amount of principal and interest outstanding on the Debentures then held by such Holder for each every thirty (30) day period in which thereafter that the Registration Statement has not been declared Effective (with the initial such thirty (30) day period commencing on March 30, 2018), up to a Registration Default occurs maximum of six percent (prorated 6%) of the Purchase Price for any such fees due to the Purchaser under (i) and (ii), in the aggregate; provided, however, that the Company shall not be obligated to pay any such liquidated damages if: (a) the Company has complied with all obligations of the Company set forth in Section 4.1 and has filed responses to any comments from the Commission related to the Registration Statement within ten (10) Business Days of receiving such comments; (b) the Shares that would otherwise be covered by the Registration Statement may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144 under the Securities Act; or (c) the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or releases issued or actions taken by the Commission pursuant to its authority with respect to Rule 415, and the Company registers at such time the maximum number of shares of Common Stock permissible upon consultation with the staff of the Commission; provided, further, that if the Purchaser fails to provide the Company with any information that is required to be provided in such Registration Statement with respect to the Purchaser, then the commencement of the first thirty (30) day period of less than thirty days). Each such payment described above shall be made within five extended until two (52) Business Days following the last day date of receipt by the calendar month in which a Registration Default occursCompany of such required information. Any such payment For the avoidance of doubt, this Section 4.2 shall be in addition not apply to any other remedies available securities sold to each Holder at law or in equity, whether the Purchaser pursuant to the terms participation rights set forth in Section 5.8 hereof, the Securities Purchase Agreement, or otherwise.

Registration Default. If (A) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (B) after the Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not 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 (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)144 or any successor provision without regard to volume or manner of sale restrictions), or (C) an amendment to the Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(kSection 3(j) below is not filed on or before the date required by such paragraph Section 3(j), (each of the foregoing clauses (A), (B) and (C) being referred to herein as a "“Registration Default"”), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make payments to each Holder party hereto equal to one and one-half percent such Holder’s pro rata share (1.5%based on the aggregate number of shares of Common Stock constituting Registrable Securities held by or issuable to such Holder as of the Registration Deadline) of 0.5% of the aggregate amount Market Price (as defined below) of principal and interest outstanding on the Debentures then held by such Holder Common Stock for each thirty (30) day period in which a Registration Default occurs exists (prorated for any period of less than thirty days); provided, however, that the maximum aggregate percentage represented by such payments shall be capped at five percent (5%) of such Market Price. Each such payment shall be made within five (5) Business Days following the last day of the calendar month in which a Registration Default occurs. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant or otherwise. Notwithstanding the foregoing, if any SEC Guidance sets forth a limitation on the number of shares of Common Stock permitted to be registered on the Registration Statement (and notwithstanding that the Company used reasonable efforts to advocate with the Commission for the registration of all or a greater number of such shares), such limitation shall not constitute a Registration Default and, in such event, the number of shares of Common Stock to be registered on such Registration Statement will be reduced, first, by shares of Common Stock owned by Holders who are not Affiliates of the Company (applied, in the event that some of such shares may be registered, to the terms hereofHolders on a pro rata basis based on the total number of unregistered shares held by such Holders) and, second, by shares of Common Stock owned by Holders who are Affiliates of the Company (applied, in the event that some of such shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered shares held by such Holders). “Market Price” means, as of a particular date, the Securities Purchase Agreement, highest daily VWAP for the Common Stock during the period of twenty (20) consecutive Trading Days occurring immediately prior to (but not including) such date as reported in the Principal Market. If the Market Price cannot be calculated because the Common Stock is no longer publicly traded or otherwise, then the Company shall submit such calculation to an independent investment banking firm of national reputation reasonably acceptable to the Holders of a majority of Registrable Securities, and shall cause such investment banking firm to perform such determination and notify the Company and each Holder of the results of determination no later than five (5) Business Days from the time such calculation was submitted to it by the Company.

Registration Default. If (Ai) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (Bii) after the Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not 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 Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)), (iii) the Common Stock ceases to be quoted on the Nasdaq OTC Bulletin Board unless such Common Stock is listed on the Nasdaq National Market, the Nasdaq SmallCap Market or the New York Stock Exchange, or (Civ) an amendment or supplement to the Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 2(a) above or 4(k) below is not filed on or before the date required by such paragraph (each of the foregoing clauses (Ai), (Bii), (iii) and (Civ) being referred to herein as a "Registration Default"), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make cash payments to each Holder equal to one and one-half percent such Holder's pro rata share (1.5%based on the aggregate number of Registrable Securities held by or issuable to such Holder as of the Registration Deadline) of the aggregate amount of principal and interest outstanding on the Debentures then held by such Holder ten thousand dollars ($10,000) for each thirty (30) day period or part thereof in which a Registration Default occurs (prorated for any period of less than thirty days)exists. Each such payment shall be made within five (5) Business Days following the last day of the each calendar month in which a Registration Default occursexisted. 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, or otherwise.

Registration Default. If (A) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (B) after the Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not 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 (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)), or (C) an amendment 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 (A), (B) and (C) being referred to herein as a "Registration Default"), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days Business Days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days Business Days following delivery of a written notice of such default by the Investor to the Company, the Company shall make payments to each Holder equal to one and one-half percent (1.5%) of the aggregate amount of principal and interest outstanding on the Debentures then held by such Holder for each thirty (30) day period in which a Registration Default occurs (prorated for any period of less than thirty days). Each such payment shall be made within five (5) Business Days following the last day of the calendar month in which a Registration Default occurs. 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 First Purchase Agreement, the Second Purchase Agreement, or otherwise.

Registration Default. If (A) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (B) after the Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not 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 (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)), or (C) an amendment 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 paragraph, (each of (A), (B) and (C) being referred to herein as a "Registration DefaultREGISTRATION DEFAULT"), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make cash payments to each Holder equal to one and one-half percent (1.51.0%) of the aggregate amount of principal and interest outstanding on Purchase Price for the Debentures Securities then held by such Holder for each thirty (30) day period in which a Registration Default occurs (prorated for any period of less than thirty (30) days). Each such payment shall be made within five ten (510) Business Days following the last day of the calendar month in which a Registration Default occurs. 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, or otherwise.

Registration Default. If (A) the Registration Statement is not --------------------- filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (B) after the Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not 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 (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)), or (C) an amendment 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 paragraph, (each of (A), (B) and (C) being referred to herein as a "Registration Default"), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make --------------------- cash payments to each Holder equal to one and one-half percent (1.51.0%) of the aggregate amount of principal and interest outstanding on Purchase Price for the Debentures Securities then held by such Holder for each thirty (30) day period in which a Registration Default occurs (prorated for any period of less than thirty days). Each such payment shall be made within five (5) Business Days following the last day of the calendar month in which a Registration Default occurs. 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, or otherwise.

Registration Default. If The Company further agrees that, in the event that (Aa) the Registration Statement is (i) has not been filed on or before with the SEC by the Required Filing Deadline or Date, (ii) has not been declared effective by the Commission on SEC with respect to all of the Registrable Securities by the Required Effectiveness Date or before the Registration Deadline, (Biii) after the Registration Statement has been is declared effective by the Commission and 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 not 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 such Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)time period(s) permitted by Section 2.7(b), or (Cb) an amendment the Company has failed to perform its obligations set forth in Section 2.4 within the time periods required therein (each such event referred to in clauses (a)(i), (ii) and (iii) 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 pay to the Holders, pro rata to their holdings of Registrable Securities, 1.50% of the Purchase Price (the “Penalty”) for each Penalty Period (or partial Penalty Period) during which the Registration StatementDefault remains uncured; provided, or however that if the primary cause of a new registration statement, Registration Default is (i) the Holders’ failure to provide the Company with any information that is required to be filed provided in the applicable Registration Statement with respect to the Holders as set forth herein, then the commencement of the Penalty Period described above shall be extended until five Business Days following the date of receipt by the Company of such required information or (ii) not the result of the Company’s action or omission or is the result of the Holder’s non-payment of the Registration Expenses, then there should be no Penalty incurred pursuant to Section 2.1. The Company shall make any such required payments by wire transfer of immediately available funds to the terms of paragraph 4(k) below is not filed accounts designated by the Holders, on or before the date required by such paragraph (each of (A), (B) and (C) being referred to herein as a "Registration Default"), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time fifth Business Day after the date that is thirty (30) days prior end of each applicable Penalty Period. If the Company fails to make any such payment in full by the Registration Deadline, or (ii) in fifth Business Day after the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice end of such default by the Investor to the CompanyPenalty Period, the Company shall make payments pay interest on such overdue amounts at the highest rate then accruing with respect to each Holder equal to one and one-half percent (1.5%) the outstanding Indebtedness of the aggregate Company (or such lesser maximum amount of principal and 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 outstanding on the Debentures then held thereon, are paid in full. The cash payments provided by such Holder for each thirty (30) day period in which a Registration Default occurs (prorated for any period of less than thirty days). Each such payment shall be made within five (5) Business Days following the last day of the calendar month in which a Registration Default occurs. Any such payment 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 Securities Purchase Agreement, or otherwiseRegistration Default.

Registration Default. If (A) the a Registration Statement is not --------------------- filed on or before the applicable Filing Deadline or declared effective by the Commission on or before the applicable Registration Deadline, (B) after the a Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not in effect, sales of Registrable Securities cannot be made by a Holder under the such Registration Statement for any reason not within the exclusive control of such Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)), or (C) an amendment to the a 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 paragraph, (each of (A), (B) and (C) being referred to herein as a "Registration ------------ Default"), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make cash payments to each Holder equal to one and one-half ------- percent (1.51.0%) of the aggregate amount Liquidation Preference of principal and interest outstanding on the Debentures Preferred Stock then held by such Holder for each thirty (30) day period in which a Registration Default occurs (prorated for any period of less than thirty days). Each such payment shall be made within five (5) Business Days following the last day of the calendar month in which a Registration Default occurs. 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 Certificate of Designation, or otherwise.

Registration Default. If (Ai) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration DeadlineDeadline for reasons other than the failure of all applicable Holders to timely provide a completed Stockholder Questionnaire, (Bii) after the a Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not 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 Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)) cannot be made by a Holder under a Registration Statement for any reason not within the exclusive control of such Holder), or (Ciii) an amendment or supplement to the a Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(k3(j) below below, is not filed on or before the date required by such paragraph (each of the foregoing clauses (Ai), (Bii) and (Ciii) being referred to herein as a "Registration Default"), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make cash payments to each Holder 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 occurrence of a Registration Deadline) equal to one and one-half percent (1.51%) of the aggregate amount of principal and interest outstanding on the Debentures then held Purchase Price paid by such Holder for such Holder's Debenture(s) and Warrant(s) for each thirty (30) day period or part thereof in which a Registration Default occurs exists; provided, however, that in the event of the failure of a Holder to timely provide a completed Stockholder Questionnaire, such Registration Deadline shall be extended two (prorated 2) Business Days from the date of the receipt of such completed Stockholder Questionnaire. Notwithstanding any provision of this Agreement to the contrary, the Company shall be permitted to suspend for one or more periods (provided that the aggregate length of such suspension shall not exceed thirty (30) consecutive days (or forty-five (45) consecutive days if the Company is required by Commission regulations to file financial statements with respect to an acquired business) or an aggregate of sixty (60) days in any period 365 day period) the actions required under paragraph 2(a) of less than thirty days)this Agreement to the extent that the Board of Directors of the Company concludes in good faith that the disclosure of information in the prospectus is not in the best interest of the Company. Each such payment required to be made under this paragraph 2(d) shall be made within five (5) Business Days following the last day of the each calendar month in which a Registration Default occursexists. 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 Debentures, or otherwise.

Registration Default. If (A) the a Registration Statement is covering all of the Registrable Securities (i) has not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (B) after the Registration Statement has been declared effective by the Commission and 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 not 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 (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)), or (C30) an amendment 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 days (each of such event referred to in clauses (A), (Bi) and (C) being referred to herein as ii), a "Registration Default"), and such the Company hereby agrees to pay to the Subscriber a fee Fifty Thousand Dollars ($50,000) per month, pro rated for any portion thereof, during each month or portion thereof that the Registration Default, (i) in the case of Default continues without cure. If there occurs a Registration Default described and the Company (A) 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 clause clauses (A), occurs (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 is continuing after seven (7) business days following delivery portion thereof that the Registration Default and Non-Compliance Condition continue without cure. Notwithstanding the foregoing, the Non-Compliance Fee shall not be payable in respect of a any particular Non-Compliance Condition if the Company provides written notice to the Subscriber of the Registration Deadline by Investor at any time after occurrence of the date that is particular Non-Compliance Condition within thirty (30) calendar days prior of the occurrence of the particular Non-Compliance Condition. The fees provided in this Section 6 shall be payable on the last business day of each month to Subscriber at the Registration Deadline, or (ii) in office designated for the case Subscriber to receive notices pursuant to Section 15 of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice this Agreement. Any unpaid balance of such default by the Investor to the Companyfees shall accrue interest at an annual rate of 15%, the Company shall make payments to each Holder equal to one and one-half percent (1.5%) of the aggregate amount of principal and interest outstanding be payable monthly on the Debentures then held by such Holder for each thirty (30) day period in which a Registration Default occurs (prorated for any period of less than thirty days). Each such payment shall be made within five (5) Business Days following the last business day of the calendar each month in which and compounded monthly. The Subscriber's rights to fees pursuant to this Section 6 represent a Registration Default occurs. Any such payment lost opportunity cost and shall not be in addition construed as liquidated damages and, further, shall not serve to limit or 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 Securities Purchase perform its obligations under this Agreement, or otherwise.

Registration Default. If (Ai) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (Bii) after the a Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not 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 Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)), ) cannot be made by a Holder under a Registration Statement for any reason not within the exclusive control of such Holder or (Ciii) an amendment or supplement to the a Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(k) below Section 3(i), is not filed on or before the date required by such paragraph thereby (each of the foregoing clauses (Ai), (Bii) and (Ciii) being referred to herein as a "“Registration Default"”), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make payments to pay each Holder an amount of cash equal to one and one-half percent such Holder’s pro rata share (1.5%based on the number of Registrable Securities then held by or issuable to such Holder) of the aggregate amount of principal and interest outstanding on the Debentures then held by such Holder Registration Default Payment and, for each thirty (30) 30 day period in which a thereafter that such Registration Default occurs remains uncured, an additional cash payment equal the Registration Default Payment Amount (prorated pro rated for any period of less than thirty 30 days). Each such The first payment required to be made by the Company under this Section 2(e) shall be made within five (5) Business Days following the last day of the calendar month in date on which a Registration Default occursfirst occurs and subsequent payments shall be made on the earlier of (A) the last day of each 30 day period in which such Registration Default is continuing and (B) the date on which such Registration Default is cured (or, if any such day is not a Business Day, on the Business Day immediately following such day). Notwithstanding the foregoing, the total amount of liquidated damages payable by the Company pursuant to this Section 2(e) shall be capped at an aggregate amount of nine percent (9%) of the Purchase Price. 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, hereof or otherwise.

Registration Default. If (Ai) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (Bii) after the a Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not 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 Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)), 144) cannot be made by a Holder under a Registration Statement for any reason not within the exclusive control of such Holder or (Ciii) an amendment or supplement to the a Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(k) below Section 3(i), is not filed on or before the date required by such paragraph thereby (each of the foregoing clauses (Ai), (Bii) and (Ciii) being referred to herein as a "“Registration Default"”), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make payments to pay each Holder an amount of cash equal to one and one-half percent such Holder’s pro rata share (1.5%based on the number of Registrable Securities then held by or issuable to such Holder) of the aggregate amount of principal and interest outstanding on the Debentures then held by such Holder Registration Default Payment Amount and, for each thirty (30) day period in which a thereafter that such Registration Default occurs remains uncured, an additional cash payment equal the Registration Default Payment Amount (prorated pro rated for any period of less than thirty (30) days). Each such The first payment required to be made by the Company under this Section 2(c) shall be made within five (5) Business Days following the last day of the calendar month in date on which a Registration Default occursfirst occurs and subsequent payments shall be made on the earlier of (A) the last day of each thirty (30) day period in which such Registration Default is continuing and (B) the date on which such Registration Default is cured (or, if any such day is not a Business Day, on the Business Day immediately following such day). 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, hereof or otherwise.

Registration Default. If (Ai) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (Bii) after the a Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not 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 Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k))) cannot be made by a Holder under a Registration Statement for any reason not within the exclusive control of such Holder, or (Ciii) an amendment or supplement to the a Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(kSection 3(j) below below, is not filed on or before the date required by such paragraph section (each of the foregoing clauses (Ai), (Bii) and (Ciii) being referred to herein as a "“Registration Default"”), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make cash payments to each Holder equal to one and one-half such Holder’s pro rata share (based on the aggregate number of Registrable Securities then held by or issuable to such Holder as of the occurrence of the Registration Deadline) equal to two percent (1.52%) of the aggregate amount of principal and interest outstanding on the Debentures then held Purchase Price paid by such Holder for such Holder’s Note and Warrants for each thirty (30) day period (pro rated for partial periods) in which a Registration Default occurs exists. Notwithstanding any provision of this Agreement to the contrary, the Company shall be permitted to suspend the Registration Statement for one or more periods (prorated for provided that the aggregate length of such suspension shall not exceed ten (10) consecutive Business Days or an aggregate of twenty (20) Business Days in any period 365 day period, with at least thirty (30) calendar days between each such suspension) the actions required under Section 2(a) of less than thirty days)this Agreement to the extent that the Board of Directors of the Company concludes reasonably and in good faith that the disclosure of information in the prospectus is not in the best interest of the Company. Each such payment required to be made under this Section 2(c) shall be made within five (5) Business Days following the last day of the each calendar month in which a Registration Default occursexists. Any such payment made following such five (5) Business Day window shall be subject to interest at the lower of ten percent (10%) and the maximum rate permitted by applicable law. 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 Notes, or otherwise.

Registration Default. If (Ai) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (Bii) after the Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not 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 Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)); provided, that the failure of the Registration Statement on Form S-3 filed pursuant to Section 2(a) 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 (Cv) an amendment or supplement to the Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(k3(k) below is not filed on or before the date required by such paragraph (each of the foregoing clauses (Ai), (Bii), (iii), (iv) and (Cv) being referred to herein as a "Registration DefaultREGISTRATION DEFAULT"), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make payments a cash payment to each Holder equal to one and one-half percent (1.5%) of the aggregate amount of principal and interest outstanding on the Debentures then held by such Holder Holder, for each thirty (30) day period or part thereof in which a Registration Default occurs exists, equal to the product of (prorated A) the Per Share Default Payment Amount times (B) the sum of (I) the number of Conversion Shares into which the Preferred Shares then held by such Holder are convertible at the Conversion Price then in effect plus (II) the number of Warrant Shares for which the Investor Warrant then held by such Holder are exercisable at the Exercise Price then in effect, in each case without regard to any period limitation on such conversion or exercise contained in the Articles of less than thirty days)Amendment, the Investor Warrant or any other Transaction Documents. Each such payment shall be made within five (5) Business Days following the last day of the each calendar month in which a Registration Default occursexisted. 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 (Ai) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (Bii) after the Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not 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 Holder (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 (Cv) 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), (Bii), (iii), (iv) and (Cv) being referred to herein as a "Registration Default"), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make payments a cash payment to each Holder equal to one and one-half percent such Holder's pro rata share (1.5%) of based on the aggregate amount number of principal and interest outstanding on the Debentures then Registrable Securities held by such Holder as of the Registration Default) of $.0084 for each Conversion Share outstanding for each thirty (30) day period or part thereof in which a Registration Default occurs (prorated for any period of less than thirty days)exists. Each such payment shall be made within five (5) Business Days following the last day of the each calendar month in which a Registration Default occursexisted. 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, hereof or otherwise.

Registration Default. If (Ai) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (Bii) after the a Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not 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 Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k))) cannot be made by a Holder under a Registration Statement for any reason not within the exclusive control of such Holder, or (Ciii) an amendment or supplement to the a Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(kSection 3(j) below below, is not filed on or before the date required by such paragraph section (each of the foregoing clauses (Ai), (Bii) and (Ciii) being referred to herein as a "“Registration Default"”), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make cash payments to each Holder equal to such Holder’s pro rata share (based on the aggregate number of Registrable Securities then held by or issuable to such Holder as of the occurrence of the Registration Deadline) equal to one and one-half percent (1.51%) of the aggregate amount of principal and interest outstanding on the Debentures then held Purchase Price paid by such Holder for such Holder’s Note and Warrants for each thirty (30) day period (pro rated for partial periods) in which a Registration Default occurs exists, up to a maximum of four percent (prorated 4%) of the aggregate Purchase Price paid by such Holder for such Holder’s Note and Warrants; provided, however, that such maximum shall be increased to six percent (6%) of the aggregate Purchase Price paid by such Holder if the Registration Statement is not filed on or before August 31, 2006. Notwithstanding any period provision of less than this Agreement to the contrary, the Company shall be permitted to suspend the Registration Statement for one or more periods (provided that the aggregate length of such suspension shall not exceed ten (10) consecutive Business Days or an aggregate of twenty (20) Business Days in any 365 day period, with at least thirty days)calendar days between each such suspension) the actions required under Section 2(a) of this Agreement to the extent that the Board of Directors of the Company concludes reasonably and in good faith that the disclosure of information in the prospectus is not in the best interest of the Company. Each 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 a Registration Default occursexists. 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 Notes, or otherwise.

Registration Default. If The Company agrees that (Ai) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (B) after 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 Commission and during a period in which an Allowed Delay SEC within 60 days after the Closing Date; (as hereinafter definedii) is not in effect, sales of Registrable Securities cannot be made by a Holder under if the Registration Statement has not, in the event the Registration Statement is reviewed by the SEC, been declared effective by the SEC within 90 days after the Closing Date; (iii) in the event 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 reason not within further review; or (iv) in the exclusive control event the Company suspends sales or dispositions and offers therefor of the Registrable Securities in accordance with Section 4 and the period of such Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)), suspension or (Csuspensions exceeds that permitted by Section 4 or the aggregate permitted by Section 7(i) an amendment 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 such event referred to in clause (Ai), (Bii), (iii) and or (C) being referred to herein as iv), a "Registration Default"), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, then the Company shall make payments will pay to each Holder Investor, as liquidated damages and not as a penalty, in cash, an amount equal to one and one-half two percent (1.52%) of the aggregate amount of principal and interest outstanding on the Debentures then held invested by such Holder Investor under the Securities Purchase Agreement for each thirty (30) -day period in which period, or portion thereof, that a Registration Default occurs exists under clause (prorated for any i), (ii), (iii) or (iv), above, but liquidated damages shall not be duplicated on account of multiple Registration Defaults existing simultaneously. Accordingly, if two or more Registration Defaults exist simultaneously, there shall nevertheless be only one accrual of liquidated damages during the period of less than thirty days)such simultaneous Registration Defaults. Each such payment Such payments of liquidated damages shall be made within five (5) Business Days following on the last first day of each calendar quarter with respect to penalties accrued during the preceding calendar month quarter. Subject to the Investor's right to specific performance, but otherwise notwithstanding anything to the contrary in which a Registration Default occurs. Any such 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 addition to the event of any Registration Default; provided, however, that if the foregoing remedy is deemed unenforceable by a court of competent jurisdiction then the Investor shall have all other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Securities Purchase Agreement, or otherwise.

Registration Default. If a Registrant is required by the terms of this Agreement to file a Registration Statement and (Ai) the such Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the such Registrant’s Registration DeadlineDeadline (unless such effectiveness is delayed as a result of an Allowed Delay or an Allowed Suspension), (Bii) after the such Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not in effectCommission, sales of Registrable Securities cannot be made by a Holder under the such Registration Statement for any reason not within the exclusive control of such Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)), during an Allowed Delay or Allowed Suspension) or (Ciii) an amendment or supplement to the Registration Statement, or a new registration statementRegistration Statement, required to be filed pursuant to the terms of paragraph 4(k) below this Agreement, is not filed on or before the date required by such paragraph this Agreement (other than during an Allowed Delay or Allowed Suspension) (each of the foregoing clauses (Ai), (Bii) and (Ciii) being referred to herein as a "“Registration Default"”), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company Registrant shall make payments pay to each Holder (which for purposes of this clause only shall mean any Person that beneficially owns one or more of the Notes) an amount of cash equal to one and one-half of one percent (1.50.5%) of the aggregate principal amount of principal and interest outstanding on the Debentures Notes then held by such Holder and, for each thirty month thereafter (30pro rated for partial months) day period in which a Registration Default occurs exists, a cash payment equal to one percent (prorated for 1%) of the aggregate principal amount of Notes into which the Common Shares covered or required by this Agreement to be covered by such Registration Statement are convertible or exchangeable (without regard to any period of less than thirty daysrestriction on such conversion or exchange). Each In the event that a Registration Default occurs under one of the foregoing clauses (i), (ii) or (iii) and, prior to the cessation of such Registration Default, another Registration Default occurs pursuant to a different clause, the subsequent Registration Default shall be deemed to be a continuation of the earlier Registration Default for purposes of calculating the payments required to be made under this Section 2(d). Notwithstanding the foregoing, Registration Default payments made by a Registrant under this Section 2(d) shall not exceed, for each individual or continuous occurrence of a Registration Default with respect to such Registrant, six percent (6%) of the aggregate principal amount of Notes outstanding at the time such Registration Default first occurred. The first payment required to be made by a Registrant under this Section 2(d) shall be made within five (5) Business Days following date on which a Registration Default first occurs and subsequent payments shall be made on the last day of the each calendar month in which a Registration Default occursexists (or, if such day is not a Business Day, on the Business Day immediately following such day). 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 Note Purchase Agreement, the Notes, or otherwise.

Registration Default. If (A) the a Registration Statement is not filed on or before the applicable Filing Deadline or declared effective by the Commission on or before the applicable Registration Deadline, Deadline or (B) after the a Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not in effectCommission, sales of Registrable Securities cannot be made by a Holder under the such Registration Statement for any reason not within the exclusive control of such Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k) and other than during an Allowed Delay (as defined below)), or (C) an amendment 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 (A), ) and (B) and (C) being referred to herein as a "Registration Default"), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make payments to each Holder equal to one and one-half percent (1.5%i) of for the aggregate amount of principal and interest outstanding on the Debentures then held by such Holder for each first thirty (30) day period in which a Registration Default occurs (prorated for any period of less than thirty days). Each such payment shall be made within five , one-half of one percent (50.5%) Business Days following the last day of the calendar month principal amount of the Debentures then held by such Holder and (ii) for each thirty day period in which a Registration Default occursexists thereafter (prorated for any period of less than thirty days), one percent (1%) of such principal amount. Any such Such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether equity or pursuant to the terms hereof, hereof or the Securities Purchase Agreement, the Debentures, or otherwise.

Registration Default. If The Company further agrees that, in the event that (Aa) the First or Second Registration Statement is Statements (i) have not been filed on with the SEC within 60 days after the First or before the Filing Deadline or declared effective by the Commission on or before the Registration DeadlineSecond Closing Date, respectively, (Bii) after the Registration Statement has have not been declared effective by the Commission and SEC by the First or Second Required Effectiveness Dates, respectively, or (iii) after either of the First or Second Registration Statements are declared effective by the SEC, either or both are suspended by the Company or cease to remain continuously effective at all times during a period in which an Allowed Delay (the Registration Period as hereinafter defined) is not 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 such Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)time period(s) permitted by Section 6.7(b), or (Cb) an amendment the Company has failed to perform its obligations set forth in Section 6.4 within the Registration Statement, or a new registration statement, time periods 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 therein (each of such event referred to in clauses (Aa)(i), (Bii) and (Ciii) being referred to herein as and clause (b), a "“Registration Default"”), and 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 pay to each Purchaser 1% of such Purchaser’s aggregate purchase price of its Securities for each Penalty Period (or partial Penalty Period) during which the Registration DefaultDefault remains uncured; provided, (i) in however, that if the case primary cause of a Registration Default described is a Purchaser’s failure to provide the Company with any information that is required to be provided in clause (A)the applicable Registration Statement with respect to such Purchaser as set forth herein, occurs or is continuing after seven (7) business days following delivery of a written notice then the commencement of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default Penalty Period described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make payments to each Holder equal to one and one-half percent (1.5%) of the aggregate amount of principal and interest outstanding on the Debentures then held by such Holder for each thirty (30) day period in which a Registration Default occurs (prorated for any period of less than thirty days). Each such payment 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 First Closing Purchase Price and, if applicable, Second 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 fifth Business Day after the end of such Penalty Period, the Company will pay interest thereon at a Registration Default occursrate 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 liquidated 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 Securities Purchase Agreement, or otherwiseconnection with each Registration Default. SECTION 6.4.

Registration Default. If (Ai) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (Bii) an acceleration request is not made within the time frames specified in paragraph 2(b) above, (iii) after the Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not 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 Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)), (iv) the Common Stock ceases to be quoted on the Nasdaq OTC Bulletin Board unless such Common Stock is listed on the Nasdaq National Market, the Nasdaq SmallCap Market or the New York Stock Exchange, or (Cv) 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), (Bii), (iii), (iv) and (Cv) being referred to herein as a "Registration Default"), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make cash payments to each Holder equal to one and one-half percent such Holder's pro rata share (1.5%based on the aggregate number of Registrable Securities held by or issuable to such Holder as of the Registration Deadline) of the aggregate amount of principal and interest outstanding on the Debentures then held by such Holder $75,000 for each thirty (30) day period or part thereof in which a Registration Default occurs (prorated for any period of less than thirty days)exists. Each such payment shall be made within five (5) Business Days following the last day of the each calendar month in which a Registration Default occursexisted. 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 Certificate of Designation, or otherwise.

Registration Default. If (A) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (B) after the Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not 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 (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)), or (C) an amendment 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 paragraph, (each of (A), (B) and (C) being referred to herein as a "“Registration Default"”), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make payments to each Holder equal to one and one-half percent (1.5%) of the aggregate principal amount of principal and interest outstanding on the Debentures then held by such Holder for each thirty (30) day period in which a Registration Default occurs (prorated for any period of less than thirty days). Each such payment shall be made within five (5) Business Days following the last day of the calendar month in which a Registration Default occurs. 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 Debentures, or otherwise.

Registration Default. If (A) the Registration Statement is --------------------- not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (B) after the Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not 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 (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)), or (C) an amendment 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 paragraph, (each of (A), (B) and (C) being referred to herein as a "Registration Default"), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the -------------------- Company shall make cash payments to each Holder equal to one and one-half percent (1.51.0%) of the aggregate amount Liquidation Preference of principal and interest outstanding on the Debentures Preferred Stock then held by such Holder for each thirty (30) day period in which a Registration Default occurs (prorated for any period of less than thirty days). Each such payment shall be made within five (5) Business Days following the last day of the calendar month in which a Registration Default occurs. 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 Certificate of Designation, or otherwise.

Registration Default. If (Ai) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (Bii) after the Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not 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 Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k144) cannot be made by Battery under a Registration Statement for any reason not within the exclusive control of Battery 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 (Civ) an amendment or supplement to the a Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(k4(j) below is not filed on or before the date required by such paragraph (each of the foregoing clauses (Ai), (Bii), (iii) and or (Civ) being referred to herein as a "“Registration Default"”), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make cash payments to each Holder Battery equal to one and one-half percent (1.51%) of the aggregate amount of principal Purchase Price paid by Battery for such Battery’s Shares and interest outstanding on the Debentures then held by such Holder Warrant for each thirty (30) day period in which a Registration Default occurs (prorated exists, such payment to be pro rated for any period portion of less than any such thirty days)(30) day period. Each such payment required to be made under this paragraph 2(d) shall be made within five (5) Business Days following the last day of the each calendar month in which a Registration Default occursexists. Any such payment shall be in addition to any other remedies available to each Holder Battery at law or in equity, whether pursuant to the terms hereof, the Securities Purchase Agreement, Agreement or otherwise.

Registration Default. If a Registrant is required by the terms of this Agreement to file a Registration Statement and (Ai) the such Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the such Registrant's Registration DeadlineDeadline (unless such effectiveness is delayed as a result of an Allowed Delay or an Allowed Suspension), (Bii) after the such Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not in effectCommission, sales of Registrable Securities cannot be made by a Holder under the such Registration Statement for any reason not within the exclusive control of such Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)), during an Allowed Delay or Allowed Suspension) or (Ciii) an amendment or supplement to the Registration Statement, or a new registration statementRegistration Statement, required to be filed pursuant to the terms of paragraph 4(k) below this Agreement, is not filed on or before the date required by such paragraph this Agreement (other than during an Allowed Delay or Allowed Suspension) (each of the foregoing CLAUSES (Ai), (Bii) and (Ciii) being referred to herein as a "Registration DefaultREGISTRATION DEFAULT"), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company Registrant shall make payments pay to each Holder (which for purposes of this clause only shall mean any Person that beneficially owns one or more of the Notes) an amount of cash equal to one and one-half of one percent (1.50.5%) of the aggregate principal amount of principal and interest outstanding on the Debentures Notes then held by such Holder and, for each thirty month thereafter (30pro rated for partial months) day period in which a Registration Default occurs exists, a cash payment equal to one percent (prorated for 1%) of the aggregate principal amount of Notes into which the Common Shares covered or required by this Agreement to be covered by such Registration Statement are convertible or exchangeable (without regard to any period of less than thirty daysrestriction on such conversion or exchange). Each In the event that a Registration Default occurs under one of the foregoing CLAUSES (i), (ii) or (iii) and, prior to the cessation of such Registration Default, another Registration Default occurs pursuant to a different clause, the subsequent Registration Default shall be deemed to be a continuation of the earlier Registration Default for purposes of calculating the payments required to be made under this SECTION 2(d). Notwithstanding the foregoing, Registration Default payments made by a Registrant under this SECTION 2(d) shall not exceed, for each individual or continuous occurrence of a Registration Default with respect to such Registrant, six percent (6%) of the aggregate principal amount of Notes outstanding at the time such Registration Default first occurred. The first payment required to be made by a Registrant under this SECTION 2(d) shall be made within five (5) Business Days following date on which a Registration Default first occurs and subsequent payments shall be made on the last day of the each calendar month in which a Registration Default occursexists (or, if such day is not a Business Day, on the Business Day immediately following such day). 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 Note Purchase Agreement, the Notes, or otherwise.

Registration Default. If (Ai) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (Bii) after the a Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not 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 Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)), ) cannot be made by a Holder under a Registration Statement for any reason not within the exclusive control of such Holder or (Ciii) an amendment or supplement to the a Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(kSection 3(j) below of this Agreement, is not filed on or before the date required by such paragraph thereby (each of the foregoing clauses (Ai), (Bii) and (Ciii) being referred to herein as a "“Registration Default"”), and such Registration Defaultthe Company shall, no later than two (i2) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time Business Days after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a on which such Registration Default described in clause (B)occurs, or clause (C), continues for seven (7) business days following delivery of make a written notice of such default by the Investor to the Company, the Company shall make payments cash payment to each Holder equal to such Holder’s pro rata share (based on the number of Registrable Securities then held by or issuable to such Holder as compared to the number of Registrable Securities then held by or issuable to all Holders; in each case, without regard to any limitation or restriction on (x) the issuance of such Registrable Securities or (y) the exercise of any Warrants) of one and one-half percent (1.51%) of the aggregate amount Purchase Price paid by all of principal the Investors under the Securities Purchase Agreement for the Notes and interest outstanding on Warrants (such amount, the Debentures then held by such Holder "Registration Default Payment Amount”). In addition to the foregoing payment, the Company shall, for each thirty (30) day period in which a Registration Default occurs (prorated for any period of less than thirty days). Each such payment shall be made within five (5) Business Days following the last day of the calendar month in which a Registration Default occursoccurred and/or existed, make an additional cash payment to each Holder equal to such Holder’s pro rata share of the Registration Default Payment Amount (pro rated for partial months), and the payment for each such calendar month shall be due on the last day of such calendar month; provided, however, that if the applicable Registration Default is cured prior to the end of a calendar month, then the cash payment for such month shall be made no later than two (2) Business Days after the date on which such Registration Default was cured. 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, under any of the Securities Purchase Agreementother Transaction Documents, or otherwise.

Registration Default. If (Ai) the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the Commission by the March 31, 1999, or (ii) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on by May 31, 1999, or before (iii) the Registration DeadlineCompany fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 promulgated under the Securities Exchange Act of 1934, as amended, or Rule 461 promulgated under the Securities Act, as amended, within five (B5) after days of the date that the Company is notified in writing by the Commission that the Registration Statement has been will not be "reviewed," or not subject to further review or comment, or (iv) such Registration Statement is filed with and declared effective by the Commission and during a period in which an Allowed Delay but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Registration Period (as hereinafter defineddefined in Section 3(a) is not in effectbelow), sales of Registrable Securities cannot be made without being succeeded within thirty (30) days by a Holder under the subsequent Registration Statement filed with and declared effective by the Commission, or (v) trading in the Common Stock shall be suspended from the AMEX or the principal national securities exchange on which the Common Stock is then listed for more than three (3) consecutive Business Days, or (vi) the conversion rights of the Holders are suspended for any reason not within the exclusive control of such Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)), or (Cvii) an amendment to the Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(k) below Statement is not filed on by the Company with the Commission within ten (10) days of the Commission's notifying the Company that such amendment is required in order for the Registration Statement to be declared effective (any such failure or before the date required by such paragraph breach being referred to as an "EVENT," and for purposes of clauses (each of (Ai), (B) and (C) being referred to herein as a "Registration Default"ii), and (vi) the date on which such Registration DefaultEvent occurs, (i) in the case or for purposes of a Registration Default described in clause (A), occurs or is continuing after seven (7iii) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of on which such default by the Investor to the Company, the Company shall make payments to each Holder equal to one and one-half percent (1.5%) of the aggregate amount of principal and interest outstanding on the Debentures then held by such Holder for each thirty (30) day period in which a Registration Default occurs (prorated for any period of less than thirty days). Each such payment shall be made within five (5) day period is exceeded, or for purposes of clause (iv) the date which such 30 day-period is exceeded, for purposes of clause (v) the date on which such three (3) Business Days following Day-period is exceeded or for purposes of clause (vii) the last day date which such 10 day-period is exceeded being referred to as "EVENT DATE"), then the Company shall pay to the Holders an amount equal to 2% of the calendar month purchase price per share of Series C Preferred Stock (as defined in which a Registration Default occurs. 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, ) on the first of each monthly anniversary of the Event Date until such time as the applicable Event is cured or otherwisethe Company has redeemed the Series C Preferred Stock in accordance with Section 6.5 of the Certificate of Designations.

Registration Default. If The Company further agrees that, in the event that (Aa) the First or Second Registration Statement is Statements (i) have not been filed on with the SEC within 60 days after the First or before the Filing Deadline or declared effective by the Commission on or before the Registration DeadlineSecond Closing Date, respectively, (Bii) after the Registration Statement has have not been declared effective by the Commission and SEC by the First or Second Required Effectiveness Dates, respectively, or (iii) after either of the First or Second Registration Statements are declared effective by the SEC, either or both are suspended by the Company or cease to remain continuously effective at all times during a period in which an Allowed Delay (the Registration Period as hereinafter defined) is not 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 such Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)time period(s) permitted by Section 6.7(b), or (Cb) an amendment the Company has failed to perform its obligations set forth in Section 6.4 within the Registration Statement, or a new registration statement, time periods 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 therein (each of such event referred to in clauses (Aa)(i), (Bii) and (Ciii) being referred to herein as and clause (b), a "“Registration Default"”), and 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 pay to each Purchaser 1% of such Purchaser’s aggregate purchase price of its Securities for each Penalty Period (or partial Penalty Period) during which the Registration DefaultDefault remains uncured; provided, (i) in however, that if the case primary cause of a Registration Default described is a Purchaser’s failure to provide the Company with any information that is required to be provided in clause (A)the applicable Registration Statement with respect to -14- such Purchaser as set forth herein, occurs or is continuing after seven (7) business days following delivery of a written notice then the commencement of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default Penalty Period described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make payments to each Holder equal to one and one-half percent (1.5%) of the aggregate amount of principal and interest outstanding on the Debentures then held by such Holder for each thirty (30) day period in which a Registration Default occurs (prorated for any period of less than thirty days). Each such payment 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 First Closing Purchase Price and, if applicable, Second 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 fifth Business Day after the end of such Penalty Period, the Company will pay interest thereon at a Registration Default occursrate 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 liquidated 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 Securities Purchase Agreement, or otherwiseconnection with each Registration Default. SECTION 6.4.

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 applicable Registration Deadline, (B) after the a Registration Statement has been declared effective by the Commission and other than during a period in which an Allowed Delay (as hereinafter defined) is not in effect, sales of Registrable Securities cannot be made by a Holder under the a Registration Statement for any reason not within the exclusive control of such Holder Holder, (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k))C) trading in the Common Stock on the Principal Exchange is suspended or restricted, or (CD) an amendment to the a 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 paragraph, (each of (A), (B), (C) and (CD) being referred to herein as a "“Registration Default"”), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make cash payments to each Holder equal to one and one-half percent (1.51.0%) of the aggregate amount of principal and interest outstanding on Purchase Price for the Debentures Securities then held by such Holder for each thirty (30) day period until such Registration Default is cured (such payment to be prorated for any period in which a Registration Default occurs (prorated continues for any period of less than thirty days). Each such payment shall be made in immediately available funds within five (5) Business Days following the last day of the calendar month in which a Registration Default occursoccurs 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 Securities Purchase Agreement, or otherwise.

Registration Default. If (Ai) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (Bii) after the Registration Statement has been declared effective by the Commission and Commission, other than during a period in which an Allowed Delay (as hereinafter defined) is not in effectDelay, 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 (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)), ) cannot be made by a Holder under a Registration Statement for any reason not within the exclusive control of such Holder or (Ciii) other than during an Allowed Delay, an amendment or supplement to the a Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(k) below this Agreement is not filed on or before the date as required by such paragraph hereunder (each of the events described in the foregoing clauses (Ai), (Bii) and (Ciii) being referred to herein as a "“Registration Default"”), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make cash payments to each Holder equal to one and one-half two percent (1.52%) of the aggregate amount of principal and interest outstanding on the Debentures then held Purchase Price paid by such Holder for such Holder’s Registrable Securities for each thirty (30) day period in which a Registration Default occurs (prorated for any period of less than thirty days)exists. Each such payment shall be paid exclusively with respect to the Shares only, and for the avoidance of doubt, not with respect to the Warrant Shares or any shares of Common Stock issuable pursuant to the terms of the Warrants. Each such payment shall be 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 a Registration Default occursexists. 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, Agreement or otherwise.

Registration Default. If (Ai) the a Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (Bii) after the Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not 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 Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k144) cannot be made by Battery (in the case of a 2011 Registration Statement), or Battery or PAR (in the case of a 2013 Registration Statement) under 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 (Civ) an amendment or supplement to the a Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(kSection 4(j) below below, is not filed on or before the date required by such paragraph Section (each of the foregoing clauses (Ai), (Bii), (iii) and or (Civ) being referred to herein as a "“Registration Default"”), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make cash payments to each Holder Battery or PAR, as applicable, equal to one and one-half percent (1.51%) of the aggregate amount of principal and interest outstanding on the Debentures then held Purchase Price paid by Battery or PAR, as applicable, for its Registrable Securities requested to be included in such Holder Registration Statement, for each thirty (30) day period in which a Registration Default occurs (prorated exists, such payment to be pro rated for any period portion of less than any such thirty days)(30) day period; provided that such payment may not exceed 10% of the aggregate Purchase Price paid by Battery or PAR, as applicable, for its Registrable Securities requested to be included in such Registration Statement. Each 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 a Registration Default occursexists. Any such payment The foregoing represents the sole monetary remedy to Battery or PAR, as applicable, for a Registration Default. In no event shall the Company be required to pay cash payments in addition to any other remedies available to each Holder at law excess of the applicable amount set forth above, regardless of whether one or in equity, whether pursuant to the terms hereof, the Securities Purchase Agreement, or otherwisemultiple Registration Defaults exist.

Registration Default. If (Ai) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (Bii) after the Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not 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 Holder (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 (Cv) 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), (Bii), (iii), (iv) and (Cv) being referred to herein as a "Registration Default"), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make payments a cash payment to each Holder 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 and one-half percent (1.51%) multiplied by the difference between (a) the Market Price of the aggregate amount of principal and interest outstanding Company's Common Stock on the Debentures 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 or part thereof in which a Registration Default occurs (prorated for any period of less than thirty days)exists. Each such payment shall be made within five (5) Business Days following the last day of the each calendar month in which a Registration Default occursexisted. 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 on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (Bii) after the Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not in effectCommission, sales of Registrable Securities cannot be made by a Holder under the such Registration Statement for any reason not within the exclusive control of such Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)), or (Ciii) an amendment or supplement to the Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(k4(j) below is not filed on or before the date required by such paragraph (each of the foregoing clauses (Ai), (Bii) and (Ciii) being referred to herein as a "“Registration Default"”), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make cash payments to each Holder equal to one and one-half percent such Holder’s pro rata share (1.5%based on the aggregate number of Registrable Securities held by or issuable to such Holder as of the Registration Deadline) of $50,000 [i.e. 1% of the aggregate amount of principal and interest outstanding on the Debentures then held by such Holder Purchase Price] for each thirty (30) day period or part thereof in which a Registration Default occurs (prorated for any period exists; provided, however, that notwithstanding the foregoing, the maximum amount of less than thirty days)payments to a Holder associated with a Registration Default relating to the Registrable Securities shall equal 12% of the aggregate Purchase Price paid by such Holder. Each such payment shall be made within five (5) Business Days following the last day of the each calendar month in which a Registration Default occursexisted. 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 Certificate of Designation, or otherwise.

Registration Default. If (Ai) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (Bii) after the Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not 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 Holder (other than during a Black-out Period (as defined below) or that such Registrable Securities as are then freely saleable pursuant to Rule 144(k)), (iii) the Common Stock ceases to be listed on the Nasdaq National Market, the Nasdaq Small Cap Market or the New York Stock Exchange, or (Civ) 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), (Bii), (iii) and (Civ) being referred to herein as a "“Registration Default"”), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make cash payments to each Holder equal to one and one-half percent such Holder’s pro rata share (1.5%based on the aggregate number of Registrable Securities held by or issuable to such Holder as of the Registration Deadline) of $100,000 [i.e. 1% of the aggregate amount of principal and interest outstanding on the Debentures then held by such Holder Purchase Price] for each thirty (30) day period in which a Registration Default occurs (prorated exists, such payment to be pro rated for any period portion of less than any such thirty days)(30) day period. Each such payment shall be made within five (5) Business Days following the last day of the each calendar month in which a Registration Default occursexisted. 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 Certificate of Designation, or otherwise.

Registration Default. If (Ai) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (Bii) after the a Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not 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 Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k))) cannot be made by a Holder under a Registration Statement for any reason not within the exclusive control of such Holder, or (Ciii) an amendment or supplement to the a Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(k3(j) below below, is not filed on or before the date required by such paragraph (each of the foregoing clauses (Ai), (Bii) and (Ciii) being referred to herein as a "“Registration Default"”), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make cash payments to each Holder equal to such Holder’s pro rata share (based on the aggregate number of Registrable Securities then held by or issuable to such Holder as of the occurrence of a Registration Deadline) equal to one and one-half percent (1.51%) of the aggregate amount of principal and interest outstanding on the Debentures then held Purchase Price paid by such Holder for such Holder’s Debenture and Warrants for each thirty (30) day period or part thereof in which a Registration Default occurs exists. Notwithstanding any provision of this Agreement to the contrary, the Company shall be permitted to suspend for one or more periods (prorated for provided that the aggregate length of such suspension shall not exceed ten (10) consecutive Business Days or an aggregate of twenty (20) Business Days in any period 365 day period) the actions required under paragraph 2(a) of less than thirty days)this Agreement to the extent that the Board of Directors of the Company concludes reasonably and in good faith that the disclosure of information in the prospectus is not in the best interest of the Company. Each such payment required to be made under this paragraph 2(d) shall be made within five (5) Business Days following the last day of the each calendar month in which a Registration Default occursexists. 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 Debentures, or otherwise.

Registration Default. If (A) the Registration Statement covering the Registrable Securities or the Additional Registrable Securities (as defined in Section 2(d) hereof) required to be filed by the Company pursuant to Section 2(a) or 2(d) hereof, as the case may be, is not (i) filed on with the Commission within the time required by the terms of this Agreement or before the Filing Deadline or (ii) declared effective by the Commission within the time required by the terms of this Agreement (either of which, without duplication, an "Initial Date"), then the Company shall make the payments to IFT as provided in the next sentence as liquidated damages and not as a penalty. The amount to be paid by the Company to IFT shall be determined as of each Computation Date (as defined below), and such amount shall be equal to 2% (the "Liquidated Damage Rate") of the Stated Value per share of all shares of Series B Preferred Stock and all shares of Series C Preferred Stock outstanding from the Initial Date to the first Computation Date and for each Computation Date thereafter, calculated on or before a pro rata basis to the Registration Deadline, (B) after date on which the Registration Statement is filed with (in the event of an Initial Date pursuant to (b) (i) above) or declared effective by (in the event of an Initial Date pursuant to (b) (ii) above) the Commission (the "Periodic Amount"); provided, however, that if any Liquidated Damages are payable, then the Liquidated Damages shall not be less than Forty Thousand Dollars ($40,000). The full Periodic Amount shall be paid by the Company to IFT by wire transfer of immediately available funds within three days after each Computation Date. As used in this Section 2(b), "Computation Date" means the date which is 30 days after the Initial Date and, if the Registration Statement required to be filed by the Company pursuant to Section 2(a) has not theretofore been declared effective by the Commission and during a period in Commission, each date which an Allowed Delay (as hereinafter defined) is not in effect30 days after the previous Computation Date until such Registration Statement is so declared effective. Notwithstanding the above, sales of Registrable Securities cannot be made by a Holder under if the Registration Statement for any reason not within covering the exclusive control of such Holder (other than such Registrable Securities or the Additional Registrable Securities (as are then freely saleable pursuant to Rule 144(k)), or (Cdefined in Section 2(d) an amendment to the Registration Statement, or a new registration statement, hereof) required to be filed by the Company pursuant to Section 2(a) or (2d) hereof, as the case may be, is not filed with the Commission within the time required by the terms of paragraph 4(k) below is not filed on or before the date required by such paragraph (each of (A), (B) and (C) being referred to herein as a "Registration Default"), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Companythis Agreement, the Company shall make payments to each Holder equal to one and one-half percent (1.5%) of the aggregate amount of principal and interest outstanding on the Debentures then held by such Holder for each thirty (30) day period in which a Registration Default occurs (prorated for any period of less than thirty days). Each such payment shall be made within five (5) Business Days following the last day of the calendar month in which a Registration Default occurs. 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 default of this Registration Rights Agreement, or otherwiseas amended.

Registration Default. If The Company agrees that (Ai) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (B) after if the Registration Statement has not been declared effective 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 45 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 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 and during a period in which an Allowed Delay (as hereinafter defined) is not in effect, sales of Registrable Securities cannot be made by a Holder under that the Registration Statement for will not be reviewed or that it is not subject to any reason not within further review; or (iv) if the exclusive control Company suspends sales or dispositions and offers therefor of the Registrable Securities in accordance with Section 4 and the period of such Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)), suspension or (Csuspensions exceeds that permitted by Section 4 or the aggregate permitted by Section 7(i) an amendment 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 such event referred to in clause (Ai), (Bii), (iii) or (iv), a “Registration Default”), then the Company will pay to each Investor, as liquidated damages and (C) being referred to herein not as a "Registration Default")penalty, and such Registration Defaultin cash, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make payments to each Holder an amount equal to one and one-half two percent (1.52%) of the aggregate amount of principal and interest outstanding on the Debentures then held invested by such Holder Investor under the Securities Purchase Agreement for each thirty (30) -day period in which period, or portion thereof, that a Registration Default occurs exists under clause (prorated for any i), (ii), (iii) or (iv), above, but liquidated damages shall not be duplicated on account of multiple Registration Defaults existing simultaneously and shall not exceed, with respect to each Investor, an aggregate of ten percent (10%) of the aggregate amount invested by such Investor under the Securities Purchase Agreement. Accordingly, if two or more Registration Defaults exist simultaneously, there shall nevertheless be only one accrual of liquidated damages during the period of less than thirty days)such simultaneous Registration Defaults. Each such payment Such payments of liquidated damages shall be made within five (5) Business Days following on the last first day of each calendar quarter with respect to penalties accrued during the preceding calendar month quarter. Any delinquent payments of liquidated damages shall bear interest at a rate of 8% per annum. Subject to the Investor’s right to specific performance, but otherwise notwithstanding anything to the contrary in which 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 occurs. Any such payment is caused by the bad faith or willful misconduct of the Company in complying with its obligations under this Agreement, then the Investor 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 Securities Purchase Agreement, or otherwise.

Registration Default. If (Ai) the Initial Registration Statement is not filed on or before the Initial Filing Deadline or declared effective by the Commission on or before the Initial Registration Deadline, (Bii) the Option Registration Statement is not filed on or before the Option Filing Deadline or declared effective by the Commission on or before the Option Registration Deadline, (iii) after the a Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not 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 Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k))) cannot be made by a Holder under a Registration Statement for any reason not within the exclusive control of such Holder, or (Civ) an amendment or supplement to the a Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(k3(j) below or 3(k) below, is not filed on or before the date required by such paragraph (each of the foregoing clauses (Ai), (Bii), (iii) and (Civ) being referred to herein as a "Registration Default"), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make cash payments to each Holder equal to such Holder's pro rata share (based on the aggregate number of Registrable Securities then held by or issuable to such Holder as of the occurrence of a Registration Deadline) equal to one and one-half percent (1.51%) of the aggregate amount of principal and interest outstanding on the Debentures then held Purchase Price paid by such Holder for such Holder's Debenture and Warrants for each thirty (30) day period (pro rated for partial periods) in which a Registration Default occurs exists. Notwithstanding any provision of this Agreement to the contrary, the Company shall be permitted to suspend for one or more periods (prorated for provided that (i) the aggregate length of any one suspension period shall not exceed ten (10) consecutive Business Days, (ii) the length of less all suspension periods in any 365 day period shall not exceed twenty (20) Business Days in the aggregate, and (iii) there is not more than one suspension period in any thirty dayscalendar day period; provided further, however, that, until the Company meets the eligibility requirements to use Form S-3, the first 30 calendar days (or the first 45 calendar days if the Company is using its best efforts to cause the effectiveness of the applicable post-effective amendment) of a suspension due to a full review by the Commission of a post-effective amendment of a Registration Statement shall not count towards the 10 and 20 Business Day limitations set forth in the preceding clauses (i) and (ii), respectively) the actions required under paragraph 2(a) of this Agreement to the extent that the Board of Directors of the Company concludes reasonably and in good faith that the disclosure of information in the prospectus is not in the best interest of the Company. Each such payment required to be made under this paragraph 2(e) shall be made within five (5) Business Days following the last day of the each calendar month in which a Registration Default occursexists. 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 Debentures, or otherwise.

Registration Default. If (Ai) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (Bii) after the Registration Statement has been declared effective by the Commission and Commission, other than during a period in which an Allowed Delay (as hereinafter defined) is not in effectDelay, 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 (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)), ) cannot be made by a Holder under a Registration Statement for any reason not within the exclusive control of such Holder or (Ciii) other than during an Allowed Delay, an amendment or supplement to the a Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(k) below this Agreement is not filed on or before the date as required by such paragraph hereunder (each of the events described in the foregoing clauses (Ai), (Bii) and (Ciii) being referred to herein as a "“Registration Default"”), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make cash payments to each Holder equal to one and one-one half percent (1.5%) of the aggregate amount of principal and interest outstanding on the Debentures then held Purchase Price paid by such Holder for such Holder’s Registrable Securities for each thirty (30) day period (pro-rated for partial 30-day periods) in which a Registration Default occurs (prorated for any period of less than thirty days)exists. Each such payment shall be paid exclusively with respect to the Shares only, and for the avoidance of doubt, not with respect to the Warrant Shares or any shares of Common Stock issuable pursuant to the terms of the Warrants. Each such payment shall be 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 a Registration Default occursexists. 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 Stock Purchase Agreement, Agreement or otherwise.

Registration Default. If Other than with respect to Excluded Securities, if any, or during an Allowed Delay (Aas defined below), if (i) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (Bii) after the a Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not 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 Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)), ) cannot be made by a Holder under a Registration Statement for any reason not within the exclusive control of such Holder or (Ciii) an amendment or supplement to the a Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(k) below Section 3(j), is not filed on or before the date required by such paragraph thereby (each of the foregoing clauses (Ai), (Bii) and (Ciii) being referred to herein as a "“Registration Default"”), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make payments to each Holder equal to one and one-half percent shall, no later than two (1.5%) of the aggregate amount of principal and interest outstanding on the Debentures then held by such Holder for each thirty (30) day period in which a Registration Default occurs (prorated for any period of less than thirty days). Each such payment shall be made within five (52) Business Days following the last day of the month in which such Registration Default occurs, make a cash payment (pro rated for a partial month) to each Holder equal to one half percent (0.5%) of the Purchase Price paid by such Holder (such amount, the “Registration Default Payment Amount”). In addition to the foregoing payment, the Company shall, for each calendar month in which a Registration Default occursoccurred and/or existed, make an additional cash payment to each Holder equal to the Registration Default Payment Amount (pro rated for a partial month), and such payment shall be due no later than two (2) Business Days following the last day of such calendar month. Notwithstanding the foregoing, the total amount of liquidated damages payable by the Company pursuant to this Section 2(c) shall be capped at an aggregate amount of six percent (6%) of the aggregate Purchase Price paid by all Holders. 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, under any of the Securities Purchase Agreement, other Transaction Documents or otherwise.

Registration Default. If (Ai) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration DeadlineDeadline (in each case, covering the resale of all of the shares of Common Stock issuable upon exercise in full of the Warrant (such number to be determined without regard to any limitation on such exercise)), (Bii) after the a Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not 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 Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)), ) cannot be made by a Holder under a Registration Statement for any reason not within the exclusive control of such Holder or (Ciii) an amendment or supplement to the a Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(k) below Section 3(i), is not filed on or before the date required by such paragraph thereby (each of the foregoing clauses (Ai), (Bii) and (Ciii) being referred to herein as a "“Registration Default"”), and such Registration Default, (i) in the case of a Company shall pay the applicable Registration Default described in clause (A)Payment Amount to each Holder, occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is and for each thirty (30) days prior day period thereafter that such Registration Default remains uncured, an additional cash payment equal the applicable Registration Default Payment Amount for such Holder (pro rated for any period of less than thirty (30) days). The first payment required to be made by the Registration Deadline, or (iiCompany under this Section 2(c) in shall be made within three Business Days following the case of date on which a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company first occurs and subsequent payments shall make payments to each Holder equal to one and one-half percent (1.5%) of the aggregate amount of principal and interest outstanding be made on the Debentures then held by such Holder for earlier of (A) the last day of each thirty (30) day period in which a such Registration Default occurs is continuing and (prorated for any period of less than thirty days). Each B) the date on which such payment shall be made within five (5) Business Days following the last day of the calendar month in which a Registration Default occursis cured (or, if any such day is not a Business Day, on the Business Day immediately following such day). 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, hereof or otherwise.