Common use of Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement Clause in Contracts

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities and required to be filed by the Company pursuant to this Agreement is not filed within ten (10) Business Days of the Filing Deadline, (ii) such a Registration Statement is not declared effective by the SEC on or before the Effectiveness Deadline or (iii) on any day after the Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to the Registration Statement (including, without limitation, because of a failure to keep the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the Registration Statement or to register sufficient Common Shares), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares relating to such Registration Statement an amount in cash per such Preferred Share held equal to the product of (i) $1,000 USD multiplied by (ii) the product of (I) .0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% per annum (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the applicable Filing Deadline (10a “Filing Failure”) Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline Deadline, (an “Effectiveness Failure”) or (iii) on any day after the Registration Statement has been declared effective by the SEC applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r))) pursuant to the such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep the such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or Statement, a failure to register a sufficient number of shares of Common SharesStock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to one percent (1.0%) of the product aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) $1,000 USD multiplied by the day of a Registration Failure, (ii) the product day of a Filing Failure; (I) .0005 multiplied by (IIiii) the sum day of an Effectiveness Failure; (xiv) the number initial day of days a Maintenance Failure; (v) on the thirtieth day after the Filing Deadline that date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the Registration Statement is not filed, plus (y) the number of days thirtieth day after the Effectiveness Deadline that date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 thirtieth day period after the Registration Statement has been declared effective by date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the SEC thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that such Registration Statement is not available there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (other than e.g., during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to any single or multiple Failure, 1% shall be included on such Registration Statementdue, provided that such number in clause (ii) however 1% shall not exceed 0.20be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one percent (1%) per annum month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a "Registration Failure"), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the applicable Filing Deadline (10a "Filing Failure") Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline Deadline, (an "Effectiveness Failure") or (iii) on any day after the Registration Statement has been declared effective by the SEC applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r))) pursuant to the such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep the such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or Statement, a failure to register a sufficient number of shares of Common SharesStock or a failure to maintain the listing of the Common Stock) (a "Maintenance Failure" and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to one percent (1.0%) of the product aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor's Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) $1,000 USD multiplied by the day of a Registration Failure, (ii) the product day of a Filing Failure; (I) .0005 multiplied by (IIiii) the sum day of an Effectiveness Failure; (xiv) the number initial day of days a Maintenance Failure; (v) on the thirtieth day after the Filing Deadline that date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the Registration Statement is not filed, plus (y) the number of days thirtieth day after the Effectiveness Deadline that date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 thirtieth day period after the Registration Statement has been declared effective by date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the SEC thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that such Registration Statement is not available there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (other than e.g., during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to any single or multiple Failure, 1% shall be included on such Registration Statementdue, provided that such number in clause (ii) however 1% shall not exceed 0.20be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one percent (1%) per annum month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold by non-affiliates of the Company pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to Section 10.2, if (ia) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (i) not filed within ten (10) Business Days of with the Commission on or before the Filing Deadline, Deadline (a “Filing Failure”) or (ii) such a Registration Statement is not declared effective by the SEC Commission on or before the Effectiveness Deadline (an “Effectiveness Failure”) or (iiib) on any day after the Registration Statement has been declared effective by the SEC Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)Period) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register a sufficient number of shares of Common Shares), Stock) (a “Maintenance Failure”) then, as partial relief for in satisfaction of the damages and not as a penalty to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity)Stock, the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to one percent (1.0%) of such holder’s Pro Rata Interest in the product Total Purchase Price on each of the following dates: (i) $1,000 USD multiplied by the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than 30 days) thereafter until such Filing Failure is cured; (ii) the product day of an Effectiveness Failure and on every thirtieth day (Ipro rated for periods totaling less than 30 days) .0005 multiplied by thereafter until such Effectiveness Failure is cured; and (IIiii) the sum initial day of a Maintenance Failure and on every thirtieth day (xpro rated for periods totaling less than 30 days) the number of days after the Filing Deadline that the Registration Statement thereafter until such Maintenance Failure is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) 10.3 are referred to herein as “Registration Delay Payments.;” provided that no such payment shall continue beyond the later of: (i) a period of six months, or (ii) one year from the Closing. The first such Registration Delay Payment shall be paid within three Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one percent (1.0%) per annum month (prorated for partial months) until paid in full, provided that no such payment shall continue beyond the later of: (i) a period of six months, or (ii) one year from the Closing.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the respective Filing Deadline (10a “Filing Failure”) Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (iiiii) on any day after the Registration Statement has been declared effective by the SEC Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement Statement, to register a sufficient number of shares of Common Stock or to register sufficient maintain the listing of the Common Shares), Stock) (a “Maintenance Failure”) then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to one and one-half percent (1.5%) of the product aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) $1,000 USD multiplied by the day of a Filing Failure; (ii) the product day of an Effectiveness Failure; (I) .0005 multiplied by (IIiii) the sum initial day of a Maintenance Failure; (xiv) the number of days on every thirtieth day after the day of a Filing Deadline that the Registration Statement Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is not filed, plus cured; (yv) the number of days on every thirtieth day after the day of an Effectiveness Deadline that the Registration Statement Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is not declared effective by the SEC, plus cured; and (zvi) the number of days in any 365 on every thirtieth day period after the Registration Statement has been declared effective by the SEC that initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Registration Statement Maintenance Failure is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one and one-half percent (1.5%) per annum month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If The parties hereto agree that the Investors will suffer damages if the Company fails to fulfill its obligations under this Section 2 and that, in such case, it would not be feasible to ascertain the extent of such damages with precision. Subject to Section 2.b, if (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten (10) Business Days of with the SEC on or before the Filing Deadline, Deadline (iia “Filing Failure”) such a Registration Statement is or (B) not declared effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness Failure”); or (iiiii) on any day after the Registration Statement has been declared effective by the SEC Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (x) during an Allowable Grace Period (as defined in Section 3(p)3.p) or (y) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date on which the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or failure to register a sufficient number of shares of Common Shares)Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages and not as a penalty to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity)) and not as a penalty, the Company shall pay to each holder of Shares relating Registrable Securities, aggregate additional interest on the principal amount of the outstanding Convertible Note in the amounts described below (the “Additional Interest”) (and all outstanding shares of Common Stock to the extent the Convertible Note has been converted prior to the occurrence of the Registration Default and such shares of Common Stock remain Registrable Securities); provided that any payment on shares of Common Stock will be calculated based on, as applicable (A) the principal amount of the Convertible Note as a result of conversion of which such shares of Common Stock have been issued or (B) the value of the Warrant as a result of exercise of which such shares of Common Stock have been issued; provided further that any such Additional Interest will cease to accrue to holders hereunder and under the Purchase Agreement and the other Transaction Documents when any such Registration Statement an amount in cash per such Preferred Share held equal Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and subject to the product terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event of a Filing Failure, the Company shall pay Additional Interest in the amount of (i) $1,000 USD multiplied by 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, for as long as the Filing Failure continues, (ii) 10.0% of the product of (I) .0005 multiplied by (II) principal amount outstanding on the sum of (x) Convertible Note during the number of days period beginning on the 76th day after the Filing Deadline that and the Registration Statement is not filed120th day thereafter, plus for as long as the Filing Failure continues, and (yiii) 12.0% thereafter for as long as the number Filing Failure continues. In the event of days an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Effectiveness Deadline and the 45th day thereafter, for as long as the Effectiveness Failure continues, (ii) 10.0% of the principal amount outstanding on the Convertible Note during the period beginning on the 46th day after the Effectiveness Deadline that and 75th day thereafter, for as long as the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is curedEffectiveness Failure continues, and (IIIiii) upon written demand by 12.0% thereafter for as long as the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% per annum (prorated for partial months) until paid in fullEffectiveness Failure continues.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the applicable Filing Deadline (10a “Filing Failure”) Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline Deadline, (an “Effectiveness Failure”) or (iii) on any day after the Registration Statement has been declared effective by the SEC applicable Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep the such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or Statement, a failure to register a sufficient number of Common Shares or a failure to maintain the listing of the Common Shares), ) (a “Maintenance Failure”) then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to two percent (2.0%) of the product aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement on each of the following dates: (i) $1,000 USD multiplied by the day of a Registration Failure and on each thirtieth Trading Day thereafter (pro-rated for periods totaling less than thirty Trading Days) until such Registration Failure is cured, (ii) the product day of a Filing Failure and on each thirtieth Trading Day thereafter (Ipro-rated for periods totaling less than thirty Trading Days) .0005 multiplied by until such Filing Failure is cured; (IIiii) the sum day of an Effectiveness Failure and on each thirtieth Trading Day thereafter (xpro-rated for periods totaling less than thirty Trading Days) until such Effectiveness Failure is cured; and (iv) the number initial day of days after the Filing Deadline a Maintenance Failure and on each thirtieth Trading Day thereafter (pro-rated for periods totaling less than thirty Trading Days) until such Maintenance Failure is cured; provided, that the aggregate amount of all Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least Delay Payments to all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) holders shall not exceed 0.20$5,000 per Trading Day and ten percent (10%) of the aggregate Purchase Price (and such reduced amount will be distributed pro rata amongst such holders based on the aggregate Purchase Price), and provided further, that for purposes of this sentence only, “Trading Day” shall include only Trading Days on which the SEC’s ▇▇▇▇▇ system accepts filings. Notwithstanding anything to the contrary contained herein, no Registration Failure, Filing Failure, Effectiveness Failure or Maintenance Failure shall continue to accrue Registration Delay Payments after the end of the Registration Period. For the avoidance of doubt, in the event of a simultaneous occurrence of a Registration Failure, Filing Failure, Maintenance Failure or Effectiveness Failure, the Company shall only be required to make Registration Delay Payments with respect to one such event. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one and one-half percent (1.5%) per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the applicable Filing Deadline (10a "Filing Failure") Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline Deadline, (an "Effectiveness Failure") or (iiiii) on any day after the Registration Statement has been declared effective by the SEC applicable Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep the such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or Statement, a failure to register a sufficient number of Common Shares), Shares or a failure to maintain the listing of the Common Stock) (a "Maintenance Failure") then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance), (A) the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to one and one-half percent (1.5%) of the product aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Registrable Securities included in such Registration Statement on each of the following dates: (i) $1,000 USD multiplied by the day of a Filing Failure; (ii) the product day of an Effectiveness Failure; (I) .0005 multiplied by (IIiii) the sum initial day of a Maintenance Failure; (xiv) on the number of days thirtieth day after the date of a Filing Deadline that Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on the Registration Statement is not filed, plus (y) the number of days thirtieth day after the date of an Effectiveness Deadline that Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 thirtieth day period after the Registration Statement has been declared effective by the SEC that date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Statement Maintenance Failure is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(h) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on within three (3) Business Days of the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one and one-half percent (1.5%) per annum month (prorated for partial months) until paid in full. In no event shall aggregate payments of the Registration Delay Payments exceed 9% of the Purchase Price (as defined in the Securities Purchase Agreement).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten (10) Business Days of with the SEC on or before the Filing Deadline, Deadline or (iiB) such a Registration Statement is not declared effective by the SEC on or before the Effectiveness Deadline or (iiiii) on any day after the such Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register sufficient shares of Common SharesStock), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares Convertible Debentures relating to such Registration Statement an amount in cash per such Preferred Share held equal to the product of (i) $1,000 USD the Initial Outstanding Principal Amount (as such term is defined in the Convertible Debentures) paid by such Investor for its Convertible Debentures multiplied by (ii) the product of (I) .0005 0.0004166 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filedfiled with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 181.5% per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the respective Filing Deadline (10a "Filing Failure") Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the respective Effectiveness Deadline or (iiian "Effectiveness Failure"); (ii) on any day after the Registration Statement has been declared effective by the SEC Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the such Registration Statement or otherwise (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement Statement, to register a sufficient number of shares of Common Stock or to register sufficient maintain the listing of the Common SharesStock) (a "Maintenance Failure"), ; or (iii) the Seller shall fail to cause the Company to comply with Section 8 below (a "Public Information Failure"); then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company Seller shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to one and one-half a percent (1.5%) of the product aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Registrable Securities (whether or not included in such Registration Statement) paid to the Seller at the time of such failure, on each of the following dates: (i) $1,000 USD multiplied by the day of a Filing Failure; (ii) the product day of an Effectiveness Failure; (I) .0005 multiplied by (IIiii) the sum initial day of a Maintenance Failure; (xiv) the number initial day of days a Public Information Failure; (v) on every thirtieth day after the day of a Filing Deadline that the Registration Statement Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is not filed, plus cured; (yvi) the number of days on every thirtieth day after the day of an Effectiveness Deadline that the Registration Statement Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is not declared effective by the SEC, plus cured; (zvii) the number of days in any 365 on every thirtieth day period after the Registration Statement has been declared effective by initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; and (viii) on every thirtieth day after the SEC that initial day of a Public Information Failure and thereafter (pro rated for periods totaling less than thirty days) until such Registration Statement Public Information Failure is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company Seller fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one percent (1.0%) per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to any elections made pursuant to Section 4(b), if (i) a Registration Statement covering all the Registrable Securities and required to be filed by the Company pursuant to this Agreement is not filed within ten (10) Business Days of with the Commission on or before the Filing Deadline, (ii) such a Registration Statement Deadline or is not declared effective by the SEC Commission on or before the Effectiveness Deadline Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby, as described in Section 2(e) of this Agreement, is not filed with the Commission on or before the deadline described in Section 2(e) of this Agreement or is not declared effective by the Commission on or before the deadline described in Section 2(e) of this Agreement, (iii) on any day after the such Registration Statement has been declared effective by the SEC Commission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made as a matter of law (other than during an Allowable Grace Period (as defined in Section 3(p)3(n) of this Agreement) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register a sufficient number of shares of Common SharesStock but excluding failures caused solely by a breach of the applicable Investor's obligations hereunder), or (iv) a Grace Period (as defined in Section 3(n) of this Agreement) exceeds the length of an Allowable Grace Period (each of the items described in clauses (i), (ii), (iii) and (iv) above shall be referred to as a "Registration Delay"), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), ) the Company shall pay to on the occurrence of each holder of Shares relating to Registration Delay and every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Registration Statement Delay is cured, (the Company shall, for each such day, pay each Investor in cash, as liquidated damages and not as a penalty, an amount in cash per such Preferred Share held equal to 0.033% of the product Purchase Price of (i) $1,000 USD multiplied the Shares and Warrants purchased by (ii) such Investor with respect to any such failure; and for any such day. Such payment shall be made no later than the product first business day of (I) .0005 multiplied by (II) the sum of (x) calendar month next succeeding the number of days after the Filing Deadline month in which such day occurs; provided, however, that the Registration Statement is not filed, plus (y) the number aggregate amount of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) damages shall not exceed 0.2025% of the Purchase Price of the Shares and Warrants purchased by the Investor. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “"Registration Delay Payments.” " The Registration Delay Payments shall be paid in cash on the earliest earlier of (IA) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (IIB) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one and two-tenths percent (1.2%) per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the applicable Filing Deadline (10a “Filing Failure”) Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline Deadline, (an “Effectiveness Failure”) or (iii) on any day after the Registration Statement has been declared effective by the SEC applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r))) pursuant to the such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep the such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or Statement, a failure to register a sufficient number of shares of Common SharesStock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to one and one-half percent (1.5%) of the product aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) $1,000 USD multiplied by the day of a Registration Failure, (ii) the product day of a Filing Failure; (I) .0005 multiplied by (IIiii) the sum day of an Effectiveness Failure; (xiv) the number initial day of days a Maintenance Failure; (v) on the thirtieth day after the Filing Deadline that date of a Registration Failure and one percent (1%) of such aggregate Subscription Amount every thirtieth day thereafter (prorated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the Registration Statement is not filed, plus (y) the number of days thirtieth day after the Effectiveness Deadline that date of a Filing Failure and every thirtieth day thereafter (prorated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 thirtieth day period after the Registration Statement has been declared effective by date of an Effectiveness Failure and every thirtieth day thereafter (prorated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the SEC thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that such Registration Statement is not available there shall be more than one Failure occurring simultaneously, then 1.5% shall apply in the aggregate (other than e.g., during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to any single or multiple Failure, 1.5% shall be included on such Registration Statementdue, provided that such number in clause (ii) however 1.5% shall not exceed 0.20be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one and one-half percent (1.5%) per annum month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) cease to accrue to the extent that and while the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations, and (ii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If either: (ia) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is is: (i) not filed within ten (10) Business Days of with the Commission on or before the Filing DeadlineDeadline (a “Filing Failure”), or (ii) such a Registration Statement is not declared effective by the SEC Commission on or before the Effectiveness Deadline (an “Effectiveness Failure”), or (iiib) on any day during the Reporting Period and after the Registration Statement has been declared effective by the SEC Effectiveness Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (i) during an Allowable Grace Period or (as defined in Section 3(p)ii) if the Registration Statement is on Form S-1, for a period of 15 days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register a sufficient number of shares of Common SharesStock) (a “Maintenance Failure”), then, as partial relief for in satisfaction of the damages and not as a penalty to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity)Stock, the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to 1.0% of the product principal amount of (i) $1,000 USD multiplied the Notes held by (ii) such holder on each of the product of (I) .0005 multiplied by (II) the sum of following dates: (x) the number day of days after the a Filing Deadline that the Registration Statement Failure and on every thirtieth day (prorated for periods totaling less than 30 days) thereafter until such Filing Failure is not filed, plus cured; (y) the number day of days after the an Effectiveness Deadline that the Registration Statement Failure and on every thirtieth day (prorated for periods totaling less than 30 days) thereafter until such Effectiveness Failure is not declared effective by the SEC, plus cured; and (z) the number initial day of days in any 365 a Maintenance Failure and on every thirtieth day period after the Registration Statement has been declared effective by the SEC that (prorated for periods totaling less than 30 days) thereafter until such Registration Statement Maintenance Failure is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) 12.2 are referred to herein as “Registration Delay Payments.” ”; provided that no Registration Delay Payments shall be required following the termination of the Reporting Period, and provided further that in no event shall the aggregate Registration Delay Payments accruing under this Section 12.2 exceed 6% of the principal amount of the Notes (i.e., corresponding to a total delay of up to six months). The first such Registration Delay Payment shall be paid within three Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% per annum (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a "Registration Failure"), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the applicable Filing Deadline (10a "Filing Failure") Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline Deadline, (an "Effectiveness Failure") or (iii) on any day after the Registration Statement has been declared effective by the SEC applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r))) pursuant to the such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep the such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or Statement, a failure to register a sufficient number of shares of Common SharesStock or a failure to maintain the listing of the Common Stock) (a "Maintenance Failure" and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to one percent (1.0%) of the product aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor's Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) $1,000 USD multiplied by the day of a Registration Failure, (ii) the product day of a Filing Failure; (I) .0005 multiplied by (IIiii) the sum day of an Effectiveness Failure; (xiv) the number initial day of days a Maintenance Failure; (v) on the thirtieth day after the Filing Deadline that date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the Registration Statement is not filed, plus (y) the number of days thirtieth day after the Effectiveness Deadline that date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 thirtieth day period after the Registration Statement has been declared effective by date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the SEC thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that such Registration Statement is not available there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (other than e.g., during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to any single or multiple Failure, 1% shall be included on such Registration Statementdue, provided that such number in clause (ii) however 1% shall not exceed 0.20be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one percent (1%) per annum month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed five percent (5.0%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities and required to be filed by the Company pursuant to this Agreement is not filed within ten (10) Business Days of the Filing Deadline, (ii) such a Registration Statement is not declared effective by the SEC on or before the Effectiveness Deadline or (iiiii) on any day after the Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(m))) pursuant to the Registration Statement (including, without limitation, because of a failure to keep the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the Registration Statement or to register sufficient shares of Common SharesStock), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares relating to Buyer then holding Registrable Securities (or Preferred Shares) covered by such Registration Statement an amount in cash per such Preferred Share held equal to two percent (2%) of the product portion of the Purchase Price attributable to such Registrable Securities (ior Preferred Shares) $1,000 USD multiplied then held by such Buyer, for each thirty (ii30) day period the product of (I) .0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the applicable Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not or available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration StatementStatement (or a lesser pro rata payment amount if such period is less than thirty (30) days); provided however, provided that such number notwithstanding anything in clause (iithis Agreement to the contrary, the parties hereto hereby agree that, with respect to any underwritten registration hereunder, the Effectiveness Deadline and Allowable Grace Period, as the case may be, shall be automatically extended to the extent a delay is caused by the underwriter or the underwriting process, including, but not limited to, any failure to register any Registrable Securities in said registration as a result of an underwriter's cut-back under Section 2(g) shall not exceed 0.20hereof. The payments to which a holder shall be entitled pursuant to this Section 2(f2(e) are referred to herein as “Registration Delay Payments"REGISTRATION DELAY PAYMENTS.” " Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Delayed Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% per annum (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the applicable Filing Deadline (10a “Filing Failure”) Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline Deadline, (an “Effectiveness Failure”) or (iii) on any day after the Registration Statement has been declared effective by the SEC applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r))) pursuant to the such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep the such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or Statement, a failure to register a sufficient Common number of Ordinary Shares or a failure to maintain the listing of the Ordinary Shares) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to one percent (1.0%) of the product aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) $1,000 USD multiplied by the day of a Registration Failure, (ii) the product day of a Filing Failure; (I) .0005 multiplied by (IIiii) the sum day of an Effectiveness Failure; (xiv) the number initial day of days a Maintenance Failure; (v) on the thirtieth day after the Filing Deadline that date of a Registration Failure and every thirtieth day thereafter (pro-rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the Registration Statement is not filed, plus (y) the number of days thirtieth day after the Effectiveness Deadline that date of a Filing Failure and every thirtieth day thereafter (pro-rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 thirtieth day period after the Registration Statement has been declared effective by date of an Effectiveness Failure and every thirtieth day thereafter (pro-rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the SEC thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro-rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that such Registration Statement is not available there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (other than e.g., during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to any single or multiple Failure, 1% shall be included on such Registration Statementdue, provided that such number in clause (ii) however 1% shall not exceed 0.20be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one percent (1%) per annum month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed twenty percent (20%) of the aggregate Purchase Price, (ii) cease to accrue during periods when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the applicable Filing Deadline (10a “Filing Failure”) Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline (an “Effectiveness Failure”) or (iiiii) on any day after the Registration Statement has been declared effective by the SEC Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)3.16) pursuant to the such Registration Statement or otherwise (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement Statement, or to register sufficient maintain the listing of the Common Shares), Stock) (a “Maintenance Failure”) then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity)) and not as a penalty, the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to 1.0% of the product aggregate Purchase Price (as defined in the Securities Purchase Agreement) paid by such Purchaser on each of the following dates: (i) $1,000 USD multiplied by on every 30th day after the day of a Filing Failure and thereafter (iipro rated for periods totaling less than 30 days) until the product of (I) .0005 multiplied by (II) the sum earlier of (x) the number date as of days after which the Filing Deadline that Investors may sell all of the Registration Statement is not filed, plus Registrable Securities without limitation or restriction pursuant to Rule 144 (or any successor thereto) promulgated under the Securities Act (“Rule 144”) and (y) the number of days date on which such Filing Failure is cured; (ii) on every 30th day after the day of an Effectiveness Deadline that Failure and thereafter (pro rated for periods totaling less than 30 days) until the Registration Statement is not declared effective by the SEC, plus earlier of (zx) the number date as of days in any 365 day period after which the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale Investors may sell all of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20. The payments to which a holder shall be entitled without limitation or restriction pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest of Rule 144 and (Iy) the last date on which such Effectiveness Failure is cured; (iii) on every 30th day after the initial day of the calendar month during which such Registration Delay Payments are incurred, a Maintenance Failure and thereafter (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% per annum (prorated pro rated for partial months) until paid in full.periods totaling less than 30

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the respective Filing Deadline (10a “Filing Failure”) Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (iiiii) on any day after the Registration Statement has been declared effective by Effective Date and prior to the SEC expiration of the Effective Period (as defined below) sales of all of the Registrable Securities required to be included on covered by such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined set forth in Section 3(p2.1(c) or due to a change in the Prospective Seller’s “plan of distribution” or the inaccuracy of any information provided by the Prospective Seller(s)) pursuant to the such Registration Statement or otherwise (including, without limitation, because of a the Company’s failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement Statement, to register a sufficient number of shares of Common Stock or to register sufficient maintain the listing of the shares of Common Shares), Stock) (a “Maintenance Failure”) then, as partial relief for the damages and not as a penalty to any holder Investor by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder an increased interest rate of Shares relating to such Registration Statement an 0.50% on the principal amount in cash per such Preferred Share held equal to the product of (i) $1,000 USD multiplied by (ii) the product of (I) .0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline any Option Notes that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all are convertible into the Registrable Securities required registered, or available to be included registered, on a Registration Statement that is subject to such Registration StatementFiling Failure, provided that Effectiveness Failure or Maintenance Failure for each thirty (30) day period during which such number in clause Filing Failure, Effectiveness Failure or Maintenance Failure continues (iipro-rated for any period totaling less than thirty (30) shall not exceed 0.20days). The payments to which a holder an Investor shall be entitled pursuant to this Section 2(f2.1(b) are referred to herein as “Registration Delay Payments.” Such Registration Delay Payments shall will be paid on capitalized by adding to the earliest of (I) the last day outstanding principal amount from time to time of the calendar month during which Notes. Payment of such Registration Delay Payments are incurredby the Company shall be in addition to, (II) and shall not limit, the third Business Day after other remedies available to the Investor in the event or failure giving rise that the Company does not comply with this Article II with respect to the Registration Delay Payments is cured, filing and (III) upon written demand by effectiveness of the Purchasers. In the event the Company fails registration statement referred to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% per annum (prorated for partial months) until paid in fullherein.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to any elections made pursuant to Section 4(b), if (i) a Registration Statement covering all the Registrable Securities and required to be filed by the Company pursuant to this Agreement is not filed within ten (10) Business Days of the Filing Deadline, (ii) such a Registration Statement is not declared effective by the SEC Commission on or before the Effectiveness Deadline Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby, as described in Section 2(e) of this Agreement, is not filed with the Commission on or before the deadline described in Section 2(e) of this Agreement or is not declared effective by the Commission on or before the deadline described in Section 2(e) of this Agreement, (iii) on any day after the such Registration Statement has been declared effective by the SEC Commission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made as a matter of law (other than during an Allowable Grace Period (as defined in Section 3(p)3(n) of this Agreement) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register a sufficient number of shares of Common SharesStock but excluding failures caused solely by a breach of the applicable Investor’s obligations hereunder), or (iv) a Grace Period (as defined in Section 3(n) of this Agreement) exceeds the length of an Allowable Grace Period (each of the items described in clauses (i), (ii), (iii) and (iv) above shall be referred to as a “Registration Delay”), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), ) the Company shall pay on the occurrence of each Registration Delay and every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Registration Delay is cured to each holder of Shares relating to such Registration Statement the Series AA Preferred an amount in cash per such Preferred Share held equal to the product of (i) $1,000 USD the initial principal amount paid for the Series AA Preferred held by such holder or the related Conversion Shares multiplied by (ii) the product of two percent (I) .0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.202%). The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” The Registration Delay Payments shall be paid in cash on the earliest earlier of (IA) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (IIB) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one and one-half percent (1.5%) per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities and required to be filed by at any time (other than during an Allowable Grace Period) the Company fails to file any registration statement required pursuant to this Agreement is not filed within ten Section 2.1(a) in the time periods specified in either Section 2.3(a) or Section 2.3(b), as applicable (10a “Filing Failure”) Business Days of the Filing Deadline, or (ii) such a Registration Statement is not declared effective by the SEC on or before the Effectiveness Deadline or (iii) on any day after the Registration Statement has been declared effective by the SEC sales of all of the Holders; Registrable Securities required to be included on such Registration Statement registered in accordance with Section 2.1(a) cannot be made (other than during an Allowable Grace Period (as defined Period) during the time periods specified in Section 3(p2.3(a) or Section 2.3(b)) pursuant to the Registration Statement (, as applicable, including, without limitation, because of a failure to keep the Registration Statement a required registration statement effective, to disclose such information as is necessary for sales to be made pursuant to the Registration Statement such registration statement or to register a sufficient Common Sharesnumber of Registrable Securities) (an “Effectiveness Failure”), or (iii) the ADSs are not listed or included for quotation on NASDAQ or any other U.S. securities exchange in accordance with Section 2.3(q) (a “Listing Failure”), then, as partial relief for the damages and not as a penalty to any holder Investor by reason of any such delay in or reduction of its the ability of the Holders to sell the underlying Common Shares their Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), ) the Company shall pay to each holder of Shares relating to such Registration Statement Investor an amount in cash per such Preferred Share held equal to one and one-half percent (1.5%) of the product Aggregate Issue Price of the Holders’ Registrable Securities included in the applicable registration statement on each of the following dates: every thirtieth (i30th) $1,000 USD multiplied by day (iipro rated for periods totaling less than thirty (30) days) following the product occurrence of (I) .0005 multiplied by (II) the sum of (x) the number of days after the a Filing Deadline Failure, Effectiveness Failure or Listing Failure, as applicable, until such Filing Failure, Effectiveness Failure or Listing Failure is cured; provided that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required aggregate amount to be included on such Registration Statementpaid in respect of any single Filing Failure, provided that such number in clause (ii) Effectiveness Failure or Listing Failure shall not exceed 0.20six percent (6.0%) of the aggregate Issue Price of the Holders’ Registrable Securities included in the applicable registration statement, plus interest (as applicable). The payments to which a holder shall be entitled pursuant to this Section 2(f) 2.7 are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest earlier of (Ii) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (IIii) the third fifth (5th) Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one and one-half percent (1.5%) per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to Section 7.02, if: (ia) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company Buyer pursuant to this Agreement is not filed within ten (10) Business Days of with the Commission on or before the Filing Deadline, Deadline (iia “Filing Failure”); (b) such a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by Buyer pursuant to this Agreement is not declared effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness Failure”); or (iiic) on any day after the date on which the Registration Statement has been is declared effective by the SEC Staff (the “Effective Date”), sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (Period, as defined in Section 3(p)below) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register a sufficient Common Shares), number of shares of Buyer Stock) (a “Maintenance Failure”) then, as partial relief for in satisfaction of the damages and not as a penalty to any holder Seller by reason of any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity)Shares, the Company Buyer shall pay to each holder of Shares relating to such Registration Statement Seller an amount in cash per such Preferred Share held equal to two percent (2%) of the product aggregate value of all of the Shares issued pursuant to this Agreement, determined with reference to the average closing stock price of Buyer Stock on the ten Trading Days ending one Trading Day prior to the Closing: (i) $1,000 USD multiplied by the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than 30 days) thereafter until such Filing Failure is cured; (ii) the product initial day of an Effectiveness Failure and on every thirtieth day (Ipro rated for periods totaling less than 30 days) .0005 multiplied by thereafter until such Effectiveness Failure is cured; and (IIiii) the sum initial day of a Maintenance Failure and on every thirtieth day (xpro rated for periods totaling less than 30 days) the number thereafter until such Maintenance Failure is cured, with a maximum penalty of days after the Filing Deadline that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20twelve months. The payments to which a holder Seller shall be entitled pursuant to this Section 2(f) 7.03 are referred to herein as “Registration Delay Payments.” The first such Registration Delay Payment shall be paid within three Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earliest earlier of (IA) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (IIB) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company Buyer fails to make a Registration Delay Payments Payment in a timely manner, such Registration Delay Payments Payment shall bear interest at the rate of 18% two percent (2.0%) per annum month (prorated for partial months) until paid in full. In addition, the Seller shall, among seeking other remedies, be entitled to seek injunctive relief compelling the Buyer to address the Filing Failure, Effectiveness Failure or the Maintenance Failure. Notwithstanding the foregoing, no Registration Delay Payments shall accrue with regard to any portion of a Filing Failure or Maintenance Failure that occurs or continues after the first anniversary of the Commencement Date, provided that the Seller is then eligible to sell the Registrable Securities without limitation under Rule 144 under the Securities Act.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the New Registrable Securities or the Additional Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement Section 2 is (A) not filed within ten with the SEC on or before the applicable Filing Deadline (10a "FILING FAILURE") Business Days of or (B) filed with the Filing Deadline, (ii) such a Registration Statement is SEC but not declared effective by the SEC on or before the applicable Effectiveness Deadline (an "EFFECTIVENESS FAILURE") or (iiiii) on any day after the Registration Statement has been declared effective by the SEC Effective Date sales of all the of such Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3.19)) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a suspension or delisting of the Registration Statement Common Stock on its principal trading market or exchange, or to register a sufficient number of shares of Common Shares), Stock) (a "MAINTENANCE FAILURE") then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares New Registrable Securities or Additional Registrable Securities, as applicable, relating to such Registration Statement an amount in cash per such Preferred Share held equal to one percent (1%) of the product aggregate purchase price of such Investor's Initial Preferred Shares and Initial Warrants or Additional Preferred Shares and Additional Warrants, respectively, on each of the following dates: (i) $1,000 USD multiplied by on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) the product of on every thirtieth day (Ipro rated for periods totaling less than thirty days) .0005 multiplied by after an Effectiveness Failure until such Effectiveness Failure is cured; and (IIiii) the sum of on every thirtieth day (xpro rated for periods totaling less than thirty days) the number of days after the Filing Deadline a Maintenance Failure until such Maintenance Failure is cured; PROVIDED, that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective maximum amount payable by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that Company pursuant to this Section 2.3 with respect to such Registration Statement is shall not available (other than during an Allowable Grace Period) for exceed 10% of the sale aggregate purchase price of at least all the such Investor's Registrable Securities required to be included on in such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20. The payments to which a holder shall be entitled pursuant to this Section 2(f) 2.3 are referred to herein as “Registration Delay Payments"REGISTRATION DELAY PAYMENTS.” " Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the each calendar month during which such Registration Delay Payments are incurred, incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest interest, from the date the Registration Delay Payment was due until the date such Registration Delay Payment is paid in full, at the rate of 18% ten percent (10%) per annum (prorated annum. Notwithstanding anything to the contrary herein, the Company shall not be required to pay any Registration Delay Payments to the extent that such registration is required to be made pursuant to a Registration Statement on Form S-1 for partial months) until paid in fullthe sole reason that Form S-3 is unavailable to such registration.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the applicable Filing Deadline (10a “Filing Failure”) Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline Deadline, (an “Effectiveness Failure”) or (iii) on any day after the Registration Statement has been declared effective by the SEC applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r))) pursuant to the such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep the such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or Statement, a failure to register a sufficient number of shares of Common SharesStock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief the sole and exclusive remedy for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity)applicable Registrable Securities, the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to one percent (1.0%) of the product aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) $1,000 USD multiplied by the day of a Registration Failure, (ii) the product day of a Filing Failure; (I) .0005 multiplied by (IIiii) the sum day of an Effectiveness Failure; (xiv) the number initial day of days a Maintenance Failure; (v) on the thirtieth day after the Filing Deadline that date of a Registration Failure and every thirtieth day thereafter (pro-rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the Registration Statement is not filed, plus (y) the number of days thirtieth day after the Effectiveness Deadline that date of a Filing Failure and every thirtieth day thereafter (pro-rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 thirtieth day period after the Registration Statement has been declared effective by date of an Effectiveness Failure and every thirtieth day thereafter (pro-rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the SEC thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro-rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that such Registration Statement is not available there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (other than e.g., during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to any single or multiple Failure, 1% shall be included on such Registration Statementdue, provided that such number in clause (ii) however 1% shall not exceed 0.20be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one percent (1%) per annum month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed five percent (5.0%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the applicable Filing Deadline or (10B) Business Days of the Filing Deadline, (ii) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline or (iiiii) on any day after the such Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register sufficient shares of Common SharesStock), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares Convertible Debentures relating to such Registration Statement an amount in cash per such Preferred Share held equal to the product of (i) $1,000 USD the Outstanding Principal Amount (as such term is defined in the Convertible Debentures) multiplied by (ii) the product of (I) .0005 0.0005 multiplied by (II) the sum of (x) the number of days after the applicable Filing Deadline that the Registration Statement is not filedfiled with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid in the form of Common Stock on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand . The number of shares of Common Stock to be issued for any Registration Delay Payment shall be the amount of such Registration Delay Payment divided by the Purchasersaverage Closing Sale Price (as defined in the Debentures) of the Common Stock for the five (5) trading days immediately preceding the date of payment. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 181.5% per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a "Registration Failure"), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the applicable Filing Deadline (10a "Filing Failure") Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline Deadline, (an "Effectiveness Failure") or (iii) on any day after the Registration Statement has been declared effective by the SEC applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r))) pursuant to the such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep the such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or Statement, a failure to register a sufficient number of shares of Common Shares), Stock or a failure to maintain the listing of the Common Stock) (a "Maintenance Failure") then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to two percent (2.0%) of the product aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Registrable Securities, whether or not included in such Registration Statement, on each of the following dates: (i) $1,000 USD multiplied by the day of a Registration Failure, (ii) the product day of a Filing Failure; (I) .0005 multiplied by (IIiii) the sum day of an Effectiveness Failure; (xiv) the number initial day of days a Maintenance Failure; (v) on the thirtieth day after the Filing Deadline that date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the Registration Statement is not filed, plus (y) the number of days thirtieth day after the Effectiveness Deadline that date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 thirtieth day period after the Registration Statement has been declared effective by date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the SEC that thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Statement Maintenance Failure is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one and one-half percent (1.5%) per annum month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed ten percent (10.0%) of the aggregate Purchase Price and (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten (10) Business Days of with the SEC on or before the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the date that is ninety (90) days after the Closing Date (the "Effectiveness Deadline Deadline") or (iiiii) on any day after the such Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register sufficient shares of Common SharesStock), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares Convertible Debentures relating to such Registration Statement an amount in cash per such Preferred Share held equal to the product of (i) $1,000 USD the outstanding principal amount of such Investor's Convertible Debentures to which the Registration Statement relates multiplied by (ii) the product of (I) .0005 .00067 multiplied by (II) the sum of (x) the number of days after the applicable Filing Deadline that the Registration Statement is not filedfiled with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days days, in any 365 day period each instance, after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 181.5% per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering the resale of all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten (10) Business Days of with the SEC on or before the Filing Deadline, Deadline (iia “Filing Failure”) such (it being understood that if the Company files a Registration Statement is without affording each Investor the opportunity to review and comment on the same as required by Section 3(c) hereof, the Company shall not be deemed to have satisfied this clause (i)(A) and such event shall be deemed to be a Filing Failure); or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline (an “Effectiveness Failure”) (it being understood that if on the Business Day immediately following the Effective Date the Company shall not have filed a “final” prospectus for such Registration Statement with the SEC under Rule 424(b) in accordance with Section 2(a) above (whether or not such a prospectus is technically required by such rule), the Company shall not be deemed to have satisfied this clause (i)(B) and such event shall be deemed to be an Effectiveness Failure) or (iiiii) on any day after the Effective Date of such Registration Statement has been declared effective by the SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a suspension or delisting of (or a failure to timely list) the Registration Statement Common Shares on its principal trading market or exchange, or to register a sufficient number of Common Shares) (a “Maintenance Failure”) (provided that if an Investor transfers its rights hereunder pursuant to Section 9 and the transferee requests inclusion in such Registration Statement which requires the Company under applicable law to file a post-effective amendment to such Registration Statement, then a Maintenance Failure shall not be deemed to have occurred solely with respect to the filing of such post-effective amendment only if the Company is using its commercially reasonable efforts to file such amendment and have such amendment declared effective as soon as practicable), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to one percent (1%) of such Investor’s initial Conversion Amount stated in such Investor’s Special Warrant on the product Closing Date (1) on the date of such Filing Failure, Effectiveness Failure or Maintenance Failure, as applicable, and (i2) $1,000 USD multiplied by on every thirty (ii30) the product day anniversary of (I) .0005 multiplied by a Filing Failure until such Filing Failure is cured; (II) the sum of an Effectiveness Failure until such Effectiveness Failure is cured; and (xIII) the number of days after the Filing Deadline that the Registration Statement a Maintenance Failure until such Maintenance Failure is not filedcured (in each case, plus pro rated for periods totaling less than thirty (y30) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20days). The payments to which a holder shall be entitled pursuant to this Section 2(f2(e) are referred to herein as “Registration Delay Payments.” Following the initial Registration Delay Payments Payment for any particular event or failure (which shall be paid on the earliest date of (I) such event or failure, as set forth above), without limiting the last day of the calendar month during which such Registration Delay Payments are incurredforegoing, (II) the third Business Day after the if an event or failure giving rise to the Registration Delay Payments is curedcured prior to any thirtieth (30th) day anniversary of such event or failure, and then such Registration Delay Payment shall be made on the third (III3rd) upon written demand by Business Day after such cure. Notwithstanding anything contained in this Section 2(e) to the Purchasers. In contrary, in no event shall the event the Company fails to make Registration Delay Payments exceed $5,000,000 in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% per annum (prorated for partial months) until paid in fullaggregate.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten (10) Business Days of with the SEC on or before the Filing Deadline, Deadline (iia “Filing Failure”) such a Registration Statement is or (B) not declared effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness Failure”) or (iiiii) on any day after the Registration Statement has been declared effective by the SEC Effective Date sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement Statement, to register a sufficient number of shares of Common Stock or to register sufficient maintain the listing of the Common Shares), Stock) (a “Maintenance Failure”) then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), (A) the Company shall pay to each holder the holders of Shares Registrable Securities relating to such Registration Statement Statement, pro rata in proportion to the number of such Registrable Securities held by each such holder, an aggregate amount in cash per such Preferred Share held equal to one percent (1.0%) of the product aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Registrable Securities included in such Registration Statement on each of the following dates: (i) $1,000 USD multiplied by the day of a Filing Failure; (ii) the product day of an Effectiveness Failure; and (I) .0005 multiplied by (IIiii) the sum initial day of a Maintenance Failure and (xB) the number Company shall pay to the holders of days after the Filing Deadline that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required relating to be included on such Registration Statement, provided that pro rata in proportion to the number of such number Registrable Securities held by each such holder, an aggregate amount in clause cash equal to two percent (2.0%) of the aggregate Purchase Price of such Registrable Securities included in such Registration Statement on each of the following dates: (i) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (ii) shall not exceed 0.20on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (iii) on the thirtieth day after the date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one and one-half percent (1.5%) per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Registration Statement when declared effective fails to register the Required Registration Amount of Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the applicable Filing Deadline (10a “Filing Failure”) Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline Deadline, (an “Effectiveness Failure”) or (iii) on any day after the Registration Statement has been declared effective by the SEC applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r))) pursuant to the such Registration Statement or otherwise (including, without limitation, because of a failure to keep the such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or a failure to register a sufficient number of shares of Common Shares), Stock) (a “Maintenance Failure”) then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to two percent (2.0%) of the product aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of (i) $1,000 USD multiplied by (ii) the product of (I) .0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is such Investor’s Registrable Securities, whether or not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days included in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that on each of the following dates: (i) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such number in clause Registration Failure is cured; (ii) shall not exceed 0.20on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (iii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (iv) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one percent (1.0%) per annum month (prorated for partial months) until paid in full. Notwithstanding the foregoing, (i) no Registration Delay Payments shall be owed to an Investor with respect to any period during which all of such Investor’s Registrable Securities may be sold by such Investor under Rule 144 or, with respect to any Investor, to the extent the Company has previously paid to such Investor an aggregate of Registration Delay Payments in excess of ten percent (10%) the aggregate Purchase Price of such Investor and (ii) no Registration Delay Payments shall be owed to any Investor that elects not to be named as an underwriter in a Registration Statement to the extent required by the SEC.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering when declared effective fails to register all of the Registrable Securities required or requested to be included therein (other than (x) by reason of Section 2.1(b) or (y) because the SEC advises or requires the Company to reduce the number of Registrable Securities to be included in such offering (a SEC requirement will be deemed to have occurred if the SEC would treat an Investor as an underwriter absent such reduction)) (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the applicable Filing Deadline (10a “Filing Failure”) Business Days of the Filing Deadlineor, (iiB) such a Registration Statement is filed with the SEC but not declared effective by the SEC on or before the applicable Effectiveness Deadline (as defined below) (an “Effectiveness Failure”) or (iii) on any day after the Registration Statement has been declared effective by the SEC applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement (as in effect on the Effective Date) cannot be made (other than during an Allowable Grace a Blackout Period (as defined in Section 3(p2.9)) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or a failure due to register sufficient a suspension or delisting of the applicable Registered Securities that are Common Shares)Stock, Preferred Stock or Warrants on its principal trading market or exchange) (a “Maintenance Failure” and any of a Registration Failure, Filing Failure, Effectiveness Failure or Maintenance Failure, a “Registration Statement Failure”) then, as partial relief for the damages and not as a penalty to any holder Investor by reason of any such delay in or reduction of its ability to sell the underlying Common Shares Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares Investor which holds Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to two percent (2.0%) of the product purchase price paid by such Investor (or with respect to any assignee of an original Buyer, the original Buyer) under such Investor’s (ior with respect to any assignee of an original Buyer, such original Buyer’s) $1,000 USD multiplied Exchange Agreement for the portion of the Registrable Securities subject to and limited by (ii) such Registration Statement Failure on each of the product of following dates: (I) .0005 multiplied by the day of a Registration Failure; (II) the sum day of a Filing Failure; (xIII) the number day of days an Effectiveness Failure; (IV) the initial day of a Maintenance Failure; (V) on the thirtieth (30th) day after the Filing Deadline that date of a Registration Failure and every thirtieth (30th) day thereafter (pro-rated for periods totaling less than thirty (30) days) until such Registration Failure is cured; (VI) on the Registration Statement is not filed, plus thirtieth (y30th) the number of days day after the Effectiveness Deadline that date of a Filing Failure and every thirtieth (30th) day thereafter (pro-rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (VII) on the Registration Statement is not declared effective by the SEC, plus thirtieth (z30th) the number of days in any 365 day period after the Registration Statement has been declared effective by date of an Effectiveness Failure and every thirtieth (30th) day thereafter (pro-rated for periods totaling less than thirty (30) days) until such Effectiveness Failure is cured; and (VIII) on the SEC that thirtieth (30th) day after the date of a Maintenance Failure and every thirtieth (30th) day thereafter (pro-rated for periods totaling less than thirty (30) days) until such Registration Statement Maintenance Failure is not available (other than during an Allowable Grace Period) for cured. The Company shall also pay the sale reasonable fees of at least all Legal Counsel to enforce the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20provisions hereof. The payments to which a holder an Investor shall be entitled pursuant to this Section 2(f2.7(c) are referred to herein as “Registration Delay Payments.” Notwithstanding the foregoing, Registration Delay Payments shall will not be paid payable to an Investor to the extent that incomplete or incorrect information submitted to the Company by or on behalf of such Investor (or, with respect to any Investor that is not an original Buyer, the earliest of (Ioriginal Buyer that assigned the Registrable Securities to the Investor) is the last day proximate cause of the calendar month during which such Registration Delay Payments are incurred, (II) the third Business Day after the event or failure Statement Failure giving rise to the Company’s requirement to make a Registration Delay Payments is cured, and (III) upon written demand by the PurchasersPayment. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one and one-half percent (1.5%) per annum month (prorated for partial months) until paid in full. Registration Delay Payments shall be paid within three (3) Business Days after the day of the Registration Failure, Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the thirtieth (30th) day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. Notwithstanding anything to the contrary contained in this Agreement, if there is more than one type of Registration Statement Failure occurring concurrently with respect to the same Registrable Securities, any Registration Delay Payments under this Section 2.7(c) shall not be cumulative or aggregated for each type of Registration Statement Failure occurring concurrently with respect to the same Registrable Securities.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (ix) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the applicable Filing Deadline (10a “Filing Failure”) Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline Deadline, (an “Effectiveness Failure”) or (iiiy) on any day after the Registration Statement has been declared effective by the SEC applicable Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep the such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or Statement, a failure to register a sufficient Common Sharesnumber of ADSs or a failure to maintain the listing of the ADSs) (a “Maintenance Failure”), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to one percent (1.0%) of the product aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement on each of the following dates: (i) $1,000 USD multiplied by the day of a Filing Failure; (ii) the product day of an Effectiveness Failure; (I) .0005 multiplied by (IIiii) the sum initial day of a Maintenance Failure; (xiv) on the number of days thirtieth day after the date of a Filing Deadline that Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on the Registration Statement is not filed, plus (y) the number of days thirtieth day after the date of an Effectiveness Deadline that Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 thirtieth day period after the Registration Statement has been declared effective by the SEC that initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Statement Maintenance Failure is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required cured. No liquidated damages shall accrue as to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20any Cutback Shares. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one and one-half percent (1.5%) per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (ia) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (i) not filed within ten (10) Business Days of with the Commission on or before the Filing Deadline, Deadline (a “Filing Failure”) or (ii) such a Registration Statement is not declared effective by the SEC Commission on or before the Effectiveness Deadline (an “Effectiveness Failure”) or (iiib) on any day after the Registration Statement has been declared effective by the SEC Effectiveness Deadline, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register a sufficient Common Shares), number of shares of common stock) or Rule 144 under the Act (a “Maintenance Failure”) then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares shares of common stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to two percent (2.0%) of such holder’s pro rata interest in the product Purchase Price, as reflected on Annex I, attributable to the portion of the Registrable Securities so affected by the Filing Failure or Maintenance Failure, as applicable, on each of the following dates: (i) $1,000 USD multiplied by the day of a Filing Failure and monthly thereafter (pro rated for partial months) until such Filing Failure is cured, with a maximum penalty of twelve months applied to such holder’s pro rata interest in the Purchase Price; (ii) the product day of an Effectiveness Failure and monthly thereafter (Ipro rated for partial months) .0005 multiplied by until such Effectiveness Failure is cured, with a maximum penalty of twelve months applied to such holder’s pro rata interest in the Purchase Price; and (IIiii) the sum initial day of a Maintenance Failure and monthly thereafter (xpro rated for partial months) until such Maintenance Failure is cured, with a maximum penalty of twelve months applied to such holder’s pro rata interest in the number of days after the Filing Deadline that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20Purchase Price. The payments to which a holder shall be entitled pursuant to this Section 2(f) 7.03 are referred to herein as “Registration Delay Payments.” The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% two percent (2.0%) per annum month (prorated for partial months) until paid in full. In addition, the Investors shall, among seeking other remedies, be entitled to seek injunctive relief compelling the Company to address the Filing Failure, Effectiveness Failure or the Maintenance Failure. Notwithstanding the foregoing, no Registration Delay Payments shall accrue with regard to any portion of a Filing Failure or Maintenance Failure that occurs or continues after the first anniversary of Closing, provided that the Investors are then eligible to sell the Registrable Securities without limitation under Rule 144 under the Securities Act.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the respective Filing Deadline (10a "FILING FAILURE") Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the respective Effectiveness Deadline (an "EFFECTIVENESS FAILURE") or (iiiii) on any day after the Registration Statement has been declared effective by the SEC Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register a sufficient Common number of Shares), ) (a "MAINTENANCE FAILURE") then, unless such failure or delay has been directly caused by the failure of one or more Buyers to meet their obligations hereunder or is the direct result of delays resulting from the actions or inactions of the Legal Counsel, in connection as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to one and one half percent (1.5%) of the product aggregate Purchase Price paid for such Buyer's Registrable Securities included in such Registration Statement on each of the following dates: (i) $1,000 USD multiplied by on the thirtieth day (pro rated for periods totaling less than thirty days) after the initial day of a Filing Failure and every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Filing Failure is cured; (ii) on the product of thirtieth day (Ipro rated for periods totaling less than thirty days) .0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that initial day of an Effectiveness Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Failure is cured; (iii) on the Registration Statement is not filed, plus thirtieth day (ypro rated for periods totaling less than thirty days) the number of days after the Effectiveness Deadline that the Registration Statement initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Maintenance Failure is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments"REGISTRATION DELAY PAYMENTS.” " Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one percent (1.0%) per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the applicable Filing Deadline (10a “Filing Failure”) Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline Deadline, (an “Effectiveness Failure”) or (iii) on any day after the Registration Statement has been declared effective by the SEC applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep the such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or Statement, a failure to register a sufficient number of shares of Common Shares), Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to two percent (2.0%) of the product aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities, whether or not included in such Registration Statement, on each of the following dates: (i) $1,000 USD multiplied by the day of a Registration Failure, (ii) the product day of a Filing Failure; (I) .0005 multiplied by (IIiii) the sum day of an Effectiveness Failure; (xiv) the number initial day of days a Maintenance Failure; (v) on the thirtieth day after the Filing Deadline that date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the Registration Statement is not filed, plus (y) the number of days thirtieth day after the Effectiveness Deadline that date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 thirtieth day period after the Registration Statement has been declared effective by date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the SEC that thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Statement Maintenance Failure is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one and one-half percent (1.5%) per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a "Registration Failure"), (ii) a Registration Statement covering (A) all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not filed within ten with the SEC on or before the applicable Filing Deadline (10a "Filing Failure") Business Days or (B) all of the Filing Deadline, Registrable Securities required to be covered thereby (iiother than Cutback Shares) such a Registration Statement and required to be filed by the Company pursuant to this Agreement is not declared effective by the SEC on or before the applicable Effectiveness Deadline Deadline, (an "Effectiveness Failure") or (iii) on any day after the Registration Statement has been declared effective by the SEC applicable Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep the such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or Statement, a failure to register a sufficient number of shares of Common Stock (other than Cutback Shares), ) or a failure to maintain the listing of the Common Stock) (a "Maintenance Failure") then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to one and one-half percent (1.5%) of the product aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Registrable Securities not included in such Registration Statement (other than Cutback Shares in case the event triggering the provisions of this Section 2(g) is an Effectiveness Failure) on each of the following dates: (i) $1,000 USD multiplied by the day of a Registration Failure; (ii) the product day of a Filing Failure; (I) .0005 multiplied by (IIiii) the sum day of an Effectiveness Failure; (xiv) the number initial day of days a Maintenance Failure; (v) on the thirtieth day after the Filing Deadline that date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the Registration Statement is not filed, plus (y) the number of days thirtieth day after the Effectiveness Deadline that date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 thirtieth day period after the Registration Statement has been declared effective by date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the SEC that thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Statement Maintenance Failure is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one and one-half percent (1.5%) per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten (10) Business Days of with the SEC on or before the Filing Deadline, Deadline (iia “Filing Failure”) such a Registration Statement is or (B) not declared effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness Failure”) or (iiiii) on any day after the Registration Statement has been declared effective by the SEC Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register a sufficient number of shares of Common Shares), Stock) (a “Maintenance Failure”) then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to one and one half (1.5%) of the product aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) $1,000 USD multiplied by the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (ii) the product day of an Effectiveness Failure and on every thirtieth day (Ipro rated for periods totaling less than thirty (30) .0005 multiplied by days) thereafter until such Effectiveness Failure is cured; and (IIiii) the sum initial day of a Maintenance Failure and on every thirtieth day (xpro rated for periods totaling less than thirty (30) the number of days after the Filing Deadline that the Registration Statement days) thereafter until such Maintenance Failure is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one and one-half percent (1.5%) per annum month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary, in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price of the Notes.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (ia) a Registration Statement covering all the Registrable Securities and required to be filed by the Company pursuant to this Agreement is not filed within ten (10) Business Days of the Filing Deadline, (ii) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline or Deadline; (iiib) on any day after the Registration Statement has been declared effective by the SEC SEC, sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to the Registration Statement (including, including without limitation, because of a failure to keep the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the Registration Statement Statement, or to register sufficient shares of Common SharesStock), thenor (c) the Company fails at any time to fully comply with the rules and regulations of the applicable Nasdaq market and the Nasdaq staff notifies the Company of such non-compliance, as including the standards for continued listing of the Company's Common Stock on the applicable Nasdaq market, then the Company shall be in breach of this Agreement (such a breach being a "Registration Statement Default"). As partial ------------------------------ relief for any Registration Statement Default and for the damages and not as a penalty to any holder Holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares Registrable Securities, the remedy shall be as provided for by and in the Preferred Warrants and the Certificate of Designation (which remedy shall not be exclusive of any other remedies available at law or in equity). Notwithstanding the foregoing, the Company shall pay have thirty (30) days to each holder of Shares relating to such cure a Registration Statement an amount in cash per such Preferred Share held equal Default after the date of its occurrence and to deliver a written statement to the product holders of (i) $1,000 USD multiplied by (ii) the product of (I) .0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC Registrable Securities certifying that such Registration Statement Default has been so cured; and if such cure is not available (other than during an Allowable Grace Period) for timely effected and such statement is timely delivered, the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) Company shall not exceed 0.20. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, (II) the third Business Day after the event or failure giving rise subject to the remedies for a Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% per annum (prorated for partial months) until paid in fullStatement Default.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities and required to be filed by the Company pursuant to this Agreement is not (A) filed within ten (10) Business Days of with the SEC on or before the Filing Deadline, Deadline or (iiB) such a Registration Statement is not declared effective by the SEC on or before the Effectiveness Deadline or (iiiii) on any day after the Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(t))) pursuant to the Registration Statement (including, without limitation, because of a failure to keep the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the Registration Statement or to register sufficient shares of Common SharesStock), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not not, except as described below in this Section 2(f), be exclusive of any other remedies under the Transaction Documents, available at law or in equity), the Company shall pay to each holder of Shares relating to such Registration Statement Notes an amount in cash per such Preferred Share held equal to the product of (i) $1,000 USD the principal amount of the Notes held by each holder multiplied by (ii) the product of (IA) .0005 0.000667 multiplied by (IIB) the sum (without duplication) of (x) the number of days after the Filing Deadline that the such Registration Statement is not filedfiled with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20Statement pursuant to Section 2(e). The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments"REGISTRATION DELAY PAYMENTS.” " Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 182.0% per annum month (prorated for partial months) until paid in full. In the event the Company files, by the Filing Deadline, a Registration Statement coving all the Registrable Securities and required to be filed pursuant to this Agreement and the Company uses its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable, but such Registration Statement is not declared effective on or before the Effectiveness Deadline, the holders of the Notes shall not be entitled to any remedies, under the Transaction Documents, at law or in equity, due to such failure of the Registration Statement to be declared effective, other than the Registration Delay Payments (including any interest accruing thereon), for a period of 30 days following the Effectiveness Deadline, after which period such Registration Delay Payments shall no longer be exclusive of any other remedies available under the Transaction Documents, at law or in equity.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the respective Filing Deadline (10a “Filing Failure”) Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); provided, however, that for thirty (30) days following the Effectiveness Deadline there will be no Effectiveness Failure if the SEC is reviewing the Registration Statement and the Company is using its best efforts to have the Registration Statement declared effective or (iiiii) on any day after the Registration Statement has been declared effective by the SEC Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register a sufficient number of Shares of Common Shares), Stock) (a “Maintenance Failure”) then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in Filing Failure, Effectiveness Failure or reduction of its ability to sell the underlying Common Shares Maintenance Failure (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to two percent (2%) of the product aggregate principal amount of such Holder's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) $1,000 USD multiplied by the day of a Filing Failure and on every thirtieth (30th) day thereafter (pro rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (ii) the product day of an Effectiveness Failure and on every thirtieth (I30th) .0005 multiplied by day thereafter (IIpro rated for periods totaling less than thirty (30) the sum of (xdays) the number of days after the Filing Deadline that the Registration Statement until such Effectiveness Failure is not filedcured; provided, plus (y) the number of days after the however, if an Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement Failure occurs and there has been declared effective by an SEC review of the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that Registration Delay Payments will begin to accrue on the 30th day following the Effectiveness Deadline; and (iii) the initial day of a Maintenance Failure and on every thirtieth (30th) day thereafter (pro rated for periods totaling less than thirty (30) days) until such number in clause (ii) shall not exceed 0.20Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “"Registration Delay Payments.” ". Registration Delay Payments shall be paid on the earliest day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the last thirtieth (30th) day of after the calendar month during which such event or failure giving rise to the Registration Delay Payments are incurred, has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. By way of example, if a Registration Statement covering the Registrable Securities is filed on the 6th day following the Filing Deadline, the Company shall pay to the Holders the Registration Delay Payment on the date of the Filing Failure and shall, on or prior to the third Business Day following such 6th day, pay to the Holders a pro rata amount of the Registration Delay Payment for such subsequent period (III) upon written demand determined by multiplying such Registration Delay Payment by the Purchasersproduct obtained by dividing the number of days (6) during which such Filing Failure occurred during such subsequent period by 30)). In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one and one-half percent (1.5%) per annum month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the Registration Delay Payments exceed ten percent (10%) of the aggregate principal amount of the Notes held by all Holders on the date hereof (the "Registration Delay Payments Cap"). Any amount in excess of the Registration Delay Payments Cap (the "Excess Registration Delay Payments") shall cause the Conversion Price of the Holder's Notes to be lowered by an amount equal to the quotient of the amount of such Holders Excess Registration Delay Payments divided by the then outstanding amount of such Holder's Notes. Notwithstanding anything to the contrary contained herein, (y) in no event shall the Company be liable for any damages in connection with the Warrant or Warrant Shares and (z) no Registration Delay Payments shall be payable with respect to any Registrable Securities excluded from a Registration Statement by election of a Holder.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten (10) Business Days of with the SEC on or before the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the Effectiveness Deadline date that is (x) in the event that the Registration Statement is not subject to a full review by the SEC, ninety (90) days after the Closing Date or (iiiy) in the event that the Registration Statement is subject to a full review by the SEC, one hundred twenty (120) days after the Closing Date (the "Effectiveness Deadline") or (ii) on any day after the such Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register sufficient shares of Common SharesStock), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares Convertible Debentures relating to such Registration Statement an amount in cash per such Preferred Share held equal to the product of (i) $1,000 USD the outstanding principal amount of such Investor's Convertible Debentures to which the Registration Statement relates multiplied by (ii) the product of (I) .0005 .00067 multiplied by (II) the sum of (x) the number of days after the applicable Filing Deadline that the Registration Statement is not filedfiled with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days days, in any 365 day period each instance, after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 181.5% per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the applicable Additional Filing Deadline (10a “Filing Failure”) Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline Deadline, (an “Effectiveness Failure”) or (iiiii) on any day after the Registration Statement has been declared effective by the SEC applicable Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep the such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or Statement, a failure to register a sufficient number of Common Shares), Shares or a failure to maintain the listing or trading of the Common Shares on an Eligible Market (as defined in the Warrant) (a “Maintenance Failure”) then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement (A) an amount in cash per such Preferred Share held equal to one percent (1%) of the product Purchase Price (as such term is defined in the Warrant Purchase Agreement) of (i) $1,000 USD multiplied by (ii) the product of (I) .0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Investor’s Registrable Securities required to be included on in such Registration Statement, provided that but not so included, and (B) a number of shares of Common Stock equal to the quotient of (x) one percent (1%) of the Purchase Price (as such number term is defined in clause the Warrant Purchase Agreement) of such Investor’s Registrable Securities required to be included in such Registration Statement, but not so included, and (y) the Exercise Price (as defined in the Warrant) then in effect, on each of the following dates: (i) the day of a Filing Failure; (ii) shall not exceed 0.20the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on the thirtieth day after the date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on within three (3) Business Days of the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% three percent (3%) per annum month (prorated for partial months) until paid in full. Notwithstanding the foregoing, the Company shall not pay any portion of the Registration Delay Payments in Common Stock to an Investor to the extent that after giving effect to the issuance of such Common Stock contemplated hereunder, such Investor (together with the Investors affiliates) would beneficially own in excess of 4.99% of the number of Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Investor and its affiliates shall be calculated in accordance with Section 1(g) of the Warrants.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company Parent pursuant to this Agreement is not filed within ten (10) Business Days of the Filing Deadline, (ii) such a Registration Statement is not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (iiiii) on any day after the Registration Statement has been declared effective by the SEC Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(s)) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register a sufficient number of shares of Common Shares), Stock) (a “Maintenance Failure”) then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company Parent shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to 1.0% of the product aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) allocable to such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) $1,000 USD multiplied by the day of an Effectiveness Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (ii) the product initial day of a Maintenance Failure and on every thirtieth day (Ipro rated for periods totaling less than thirty days) .0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement a Maintenance Failure until such Maintenance Failure is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(e) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest of (I) the last day of the calendar month during which such Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (A) the thirtieth day after the event or failure giving rise to the Registration Delay Payments are incurred, has occurred and (IIB) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company Parent fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 182.0% per annum month (prorated for partial months) until paid in full. The cumulative Registration Delay Payments shall not exceed 5% of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the respective Filing Deadline (10a “Filing Failure”) Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (iiiii) on any day after the Registration Statement has been declared effective by the SEC Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement Statement, to register a sufficient number of shares of Common Stock or to register sufficient maintain the listing of the Common Shares), Stock) (a “Maintenance Failure”) then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to one and one-half percent (1.5%) of the product aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) $1,000 USD multiplied by the day of a Filing Failure; (ii) the product day of an Effectiveness Failure; (I) .0005 multiplied by (IIiii) the sum initial day of a Maintenance Failure; (xiv) the number of days on every thirtieth day after the Filing Deadline that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, a Filing Failure and thereafter (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% per annum (prorated pro rated for partial months) until paid in full.periods totaling less than thirty

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering the resale of all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten (10) Business Days of with the SEC on or before the Filing Deadline, Deadline (iia “Filing Failure”) such (it being understood that if the Company files a Registration Statement is without affording each Investor the opportunity to review and comment on the same as required by Section 3(c) hereof, the Company shall not be deemed to have satisfied this clause (i)(A) and such event shall be deemed to be a Filing Failure); or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline (an “Effectiveness Failure”) (it being understood that if on the Business Day immediately following the Effective Date the Company shall not have filed a “final” prospectus for such Registration Statement with the SEC under Rule 424(b) in accordance with Section 2(a) above (whether or not such a prospectus is technically required by such rule), the Company shall not be deemed to have satisfied this clause (i)(B) and such event shall be deemed to be an Effectiveness Failure); or (iiiii) on any day after the Effective Date of such Registration Statement has been declared effective by the SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a suspension or delisting of (or a failure to timely list) the Registration Statement Common Shares on its principal trading market or exchange, or to register a sufficient number of Common Shares) (a “Maintenance Failure”) (provided that if an Investor transfers its rights hereunder pursuant to Section 9 and the transferee requests inclusion in such Registration Statement which requires the Company under applicable law to file a post-effective amendment to such Registration Statement, then a Maintenance Failure shall not be deemed to have occurred solely with respect to the filing of such post-effective amendment only if the Company is using its commercially reasonable efforts to file such amendment and have such amendment declared effective as soon as practicable), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Underlying Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to one-half of one percent (0.5%) of the product purchase price paid by the Buyer for the Shares under the Purchase Agreement with respect to the Underlying Common Shares to be so registered (1) on the date of such Filing Failure, Effectiveness Failure or Maintenance Failure, as applicable, and (i2) $1,000 USD multiplied by on every thirty (ii30) the product day anniversary of (I) .0005 multiplied by a Filing Failure until such Filing Failure is cured; (II) the sum an Effectiveness Failure until such Effectiveness Failure is cured; and (III) a Maintenance Failure until such Maintenance Failure is cured (in each case, pro rated for periods totaling less than thirty (30) days); provided, however, that liquidated damages shall not be required to be paid with respect to those Registrable Securities which cannot be registered under Rule 415 solely as a result of (x) the number of days after the Filing Deadline that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective action or pronouncement by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20. The payments to which a holder shall be entitled pursuant to this Section 2(f2(e) are referred to herein as “Registration Delay Payments.” Following the initial Registration Delay Payments Payment for any particular event or failure (which shall be paid on the earliest date of (I) such event or failure, as set forth above), without limiting the last day of the calendar month during which such Registration Delay Payments are incurredforegoing, (II) the third Business Day after the if an event or failure giving rise to the Registration Delay Payments is curedcured prior to any thirtieth (30th) day anniversary of such event or failure, and (IIIthen no Registration Delay Payment shall be required to be paid with respect to such period. Notwithstanding anything contained in this Section 2(e) upon written demand by to the Purchasers. In contrary, in no event shall the event the Company fails to make Registration Delay Payments exceed $50,000 in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% per annum (prorated for partial months) until paid in fullaggregate.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the applicable Filing Deadline (10a “Filing Failure”) Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline Deadline, (an “Effectiveness Failure”) or (iii) on any day after the Registration Statement has been declared effective by the SEC applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r))) pursuant to the such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep the such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or Statement, a failure to register a sufficient number of shares of Common SharesStock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to one percent (1.0%) of the product aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) $1,000 USD multiplied by the day of a Registration Failure, (ii) the product day of a Filing Failure; (I) .0005 multiplied by (IIiii) the sum day of an Effectiveness Failure; (xiv) the number initial day of days a Maintenance Failure; (v) on the thirtieth day after the Filing Deadline that date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the Registration Statement is not filed, plus (y) the number of days thirtieth day after the Effectiveness Deadline that date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 thirtieth day period after the Registration Statement has been declared effective by date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the SEC thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that such Registration Statement is not available there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (other than e.g., during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to any single or multiple Failure, 1% shall be included on such Registration Statementdue, provided that such number in clause (ii) however 1% shall not exceed 0.20be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one percent (1%) per annum month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed twenty percent (20%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to Section 10.2, if: (ia) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not filed within ten (10) Business Days of with the Commission on or before the Filing Deadline, Deadline (iia “Filing Failure”); (b) such a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not declared effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness Failure”); or (iiic) on any day after the Registration Statement has been declared effective by the SEC Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (Period, as defined in Section 3(p)below) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register a sufficient number of shares of Common Shares), Stock) (a “Maintenance Failure”) then, as partial relief for in satisfaction of the damages and not as a penalty to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity)Stock, the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to one percent of such holder’s Pro Rata Interest in the product Total Purchase Price on each of the following dates: (i) $1,000 USD multiplied by the initial day of a Filing Failure and on every 30th day (pro rated for periods totaling less than 30 days) thereafter until such Filing Failure is cured; (ii) the product day initial of an Effectiveness Failure and on every 30th day (Ipro rated for periods totaling less than 30 days) .0005 multiplied by thereafter until such Effectiveness Failure is cured; and (IIiii) the sum initial day of a Maintenance Failure and on every 30th day (xpro rated for periods totaling less than 30 days) the number thereafter until such Maintenance Failure is cured, with a maximum penalty of days after the Filing Deadline that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20six months. The payments to which a holder shall be entitled pursuant to this Section 2(f) 10.3 are referred to herein as “Registration Delay Payments.” The first such Registration Delay Payment shall be paid within three Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earliest earlier of (IA) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (IIB) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make a Registration Delay Payments Payment in a timely manner, such Registration Delay Payments Payment shall bear interest at the rate of 18% one percent per annum month (prorated for partial months) until paid in full. In addition, the Seller shall, among seeking other remedies, be entitled to seek injunctive relief compelling the Company to address the Filing Failure, Effectiveness Failure or the Maintenance Failure. Notwithstanding the foregoing, no Registration Delay Payments shall accrue with regard to any portion of a Filing Failure or Maintenance Failure that occurs or continues after the first anniversary of Closing, provided that the Investors are then eligible to sell the Registrable Securities without limitation under Rule 144 under the Securities Act.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a the Shelf Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to Section 2(a) of this Agreement is (A) not filed within ten (10) Business Days of with the SEC on or before the Filing Deadline, Deadline (iia “Filing Failure”) such a Registration Statement is or (B) not declared effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness Failure”) or (iiiii) on any day after the Effective Date of such Shelf Registration Statement has been declared effective by and prior to the SEC end of the Registration Period sales of all of the Registrable Securities required to be included on such the Shelf Registration Statement Statements cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(q)) pursuant to the such Shelf Registration Statement Statements (including, without limitation, because of a failure to keep such Shelf Registration Statements effective during the Registration Statement effective, Period or to disclose such information as is necessary for sales to be made pursuant to the such Shelf Registration Statement or to register a sufficient Common Shares), number or type of Registrable Securities or to name as a selling securityholder in such Shelf Registration Statements and/or related prospectuses any Investor who provides a Selling Securityholder Notice and Questionnaire) (a “Maintenance Failure”) then, as partial relief for the damages and not as a penalty to any holder Investor by reason of any such delay in or reduction of its ability to sell all the underlying Common Shares Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay pro rata to each holder of Shares Registrable Securities relating to such Shelf Registration Statement an amount in cash per such Preferred Share held Statement, as liquidated damages and not as a penalty, additional interest at a rate equal to one percent (1.0%) on the product principal amount outstanding under the Loan Agreement, with such interest accruing on each of the following (i) $1,000 USD multiplied by the day of a Filing Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (ii) the product day of an Effectiveness Failure and on every thirtieth (I30th) .0005 multiplied by day (IIpro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; (iii) the sum initial day of a Maintenance Failure and on every thirtieth (x30th) day (pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured; provided, however, that the number maximum aggregate additional interest payable to an Investor under this Agreement shall be ten percent (10%) of days after the principal amount outstanding under the Loan Agreement (the “Cap”). The additional interest described in the preceding sentence is the amount payable if the Filing Deadline Failure, Effectiveness Failure or Maintenance Failure relates to all Registrable Securities; provided, however, that the Registration Statement is not filed, plus (y) the number if less than all of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities are so affected, then the amount payable (but not the cap) shall be prorated and paid to the holders of the affected Registrable Securities; provided, further, that if and for so long as there is an Effectiveness Failure and a concurrent Maintenance Failure with respect to a particular affected Registrable Security, then the Company shall only be required to be included on pay additional interest in respect of the Effectiveness Failure with respect to such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20Registrable Security. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments Additional Interest”. Additional Interest shall be paid within five (5) Business Days of the day of the Filing Failure, Effectiveness Failure or the initial day of Maintenance Failure, as applicable, and thereafter on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, Additional Interest is accrued and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments Additional Interest is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments pay Additional Interest in a timely manner, such Registration Delay Payments Additional Interest shall bear interest at the rate of 18% one and one-half percent (1.5%) per annum month (prorated for partial months) until paid in full. In the event that there is no principal amount outstanding under the Loan Agreement at the time of a Filing Failure, Effectiveness Failure or the initial day of a Maintenance Failure, the phrase “additional interest at a rate equal to one percent (1.0%) on the principal amount outstanding under the Loan Agreement” in the first sentence of this Section 2(f) shall be replaced with “additional interest equal to $200,000” and the Cap shall be $2,000,000.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the respective Filing Deadline (10a "Filing Failure") Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the Effectiveness Deadline (an "Effectiveness Failure") provided that such Effectiveness Failure is not caused by the Legal Counsel’s unreasonable withholding of consent to request acceleration with the SEC or (iiiii) on any day after the Registration Statement has been declared effective by the SEC Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the such Registration Statement or otherwise (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register a sufficient number of shares of Common Shares), Stock or to maintain the listing of the shares of Common Stock) (a "Maintenance Failure") then, as partial relief for the damages and not as a penalty to any holder Investor by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares Investor relating to such Registration Statement an amount in cash per such Preferred Share held equal to (A) one percent (1.0%) of the product aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Registrable Securities included in such Registration Statement on each of the following dates: (i) $1,000 USD multiplied by the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until the date such Filing Failure is cured; (ii) the product day of an Effectiveness Failure and on every thirtieth day (Ipro rated for periods totaling less than thirty (30) .0005 multiplied by days) thereafter until the date such Effectiveness Failure is cured; and (IIiii) the sum initial day of a Maintenance Failure and on every thirtieth day (xpro rated for periods totaling less than thirty (30) days) thereafter until the number of days after the Filing Deadline that the Registration Statement date such Maintenance Failure is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20cured. The payments to which a holder an Investor shall be entitled pursuant to this Section 2(f) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one and one-half percent (1.5%) per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to any elections made pursuant to Section 4(b), if (i) a Registration Statement covering all the Registrable Securities and required to be filed by the Company pursuant to this Agreement is not filed within ten (10) Business Days of with the Commission on or before the Filing Deadline, (ii) such a Registration Statement Deadline or is not declared effective by the SEC Commission on or before the Effectiveness Deadline Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby, as described in Section 2(e) of this Agreement, is not filed with the Commission on or before the deadline described in Section 2(e) of this Agreement or is not declared effective by the Commission on or before the deadline described in Section 2(e) of this Agreement, (iii) on any day after the such Registration Statement has been declared effective by the SEC Commission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made as a matter of law (other than during an Allowable Grace Period (as defined in Section 3(p)3(n) of this Agreement) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register a sufficient number of shares of Common SharesStock but excluding failures caused solely by a breach of the applicable Investor’s obligations hereunder), or (iv) a Grace Period (as defined in Section 3(n) of this Agreement) exceeds the length of an Allowable Grace Period (each of the items described in clauses (i), (ii), (iii) and (iv) above shall be referred to as a “Registration Delay”), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), ) the Company shall pay on the occurrence of each Registration Delay and every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Registration Delay is cured, (1) to each holder of the Preferred Shares relating to such Registration Statement an amount in cash per such Preferred Share held equal to the product of (i) $1,000 USD the initial principal amount paid for the Preferred Shares held by such holder or the related Conversion Shares multiplied by (ii) two percent (2%) and (2) to each holder of the Warrants or Warrant Shares an amount in cash equal to the product of (Ii) .0005 the Exercise Price for such Warrant or the related Warrant Shares multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20two percent (2%). The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” The Registration Delay Payments shall be paid in cash on the earliest earlier of (IA) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (IIB) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one and two-tenths percent (1.2%) per annum month (prorated for partial months) until paid in full; provided that, so long as the Senior Credit Facility (as defined in the Securities Purchase Agreement) remains outstanding, each of the Buyers hereby acknowledges, covenants and agrees that such Buyer will not demand or accept, and the Company will not be obligated to make, any payment (each a “Delay Fee”) (whether in whole or in part) required to be made pursuant to this Section 2(f), Section 2(d)(v) of the Company’s Certificate of Designations (regarding the Company’s obligation to make payments in the event of its failure to timely convert the Preferred Shares) and Section 1(c) of the Warrants (regarding the Company’s obligation to make payments in the event of its failure to timely deliver securities upon exercise of the Warrants), which would, in the aggregate of all of the aforementioned payments made to all Buyers, exceed $250,000 in the aggregate in any calendar year (the “Delay Fee Cap”). Each Buyer agrees that, so long as the Senior Credit Facility (as defined in the Securities Purchase Agreement) is outstanding, (i) such Buyer does not have any rights to, and shall not accept or demand any, Delay Fees in excess of its pro rata share of the Delay Fee Cap and (ii) to the extent any amounts are received with respect to the Delay Fees by such Buyer from the Company in excess of such Buyer’s pro rata share of the Delay Fee Cap, such Buyer shall promptly forward an amount equal to such excess in immediately available funds to the Administrative Agent (as defined in the Senior Credit Facility) at such account as the Administrative Agent shall designate from time to time.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the respective Filing Deadline (10a "FILING FAILURE") Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before (i) thirty (30) calendar days after the Initial Effectiveness Deadline or (iiiii) the Additional Effectiveness Deadline, (an "EFFECTIVENESS FAILURE") or (ii) on any day after the Registration Statement has been declared effective by the SEC respective Effective Date sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the such Registration Statement or otherwise (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement Statement, to register a sufficient number of shares of Common Stock or to register sufficient maintain the listing of the Common Shares), Stock) (a "MAINTENANCE FAILURE") then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), (A) the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to two percent (2.0%) of the product aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Registrable Securities included in such Registration Statement on each of the following dates: (i) $1,000 USD multiplied by the day of a Filing Failure; (ii) the product day of an Effectiveness Failure; and (I) .0005 multiplied by (IIiii) the sum initial day of a Maintenance Failure; and (xB) the number Company shall pay to each holder of days after the Filing Deadline that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that Registrable Securities relating to such Registration Statement is not available an amount in cash equal to one percent (other than during an Allowable Grace Period1.0%) for of the sale aggregate Purchase Price of at least all the such Investor's Registrable Securities required to be included on in such Registration Statement, provided that Statement on each of the following dates: (i) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such number in clause Filing Failure is cured; (ii) shall not exceed 0.20on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (iii) on the thirtieth day after the date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments"REGISTRATION DELAY PAYMENTS.” " Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one and one-half percent (1.5%) per annum month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, no Registration Delay Payments shall be due and payable for an Effectiveness Failure if (i) the Company responded to the comments of the SEC within ten (10) Business Days, took all actions within its control to cause each applicable Registration Statement to be declared effective by the SEC as soon as practicable and otherwise used its best efforts to cause each applicable Registration Statement to be declared effective by the SEC as soon as practicable or (ii) the Effectiveness Failure is caused solely by the fact that the SEC has requested or required that the Buyers be named as underwriters in the applicable Registration Statement and the Buyers do not agree to be so named.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If i. Subject to Section 2(f) below, if (i) a Registration Statement covering all the Registrable Securities and required to be filed by the Company pursuant to this Agreement is not filed within ten (10) Business Days of the Filing Deadline, (ii) such a Initial Registration Statement is not (A) filed with the SEC on or before the Initial Filing Deadline or (B) declared effective by the SEC on or before the Initial Effectiveness Deadline or (iiiii) on any day after the Initial Registration Statement has been declared effective by the SEC SEC, sales of all the Registrable Securities required to be included on such the Initial Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)3(q) hereof) pursuant to the Initial Registration Statement (including, without limitation, including because of a failure to keep the Initial Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the Initial Registration Statement or to register sufficient Common SharesRegistrable Securities), then, in each case, as partial relief for the liquidated damages and not as a penalty to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity)such Registrable Securities, the Company shall pay to each such holder of Shares relating to such Registration Statement an amount in cash per such Preferred Share held equal to the product of (i) $1,000 USD multiplied by (iiI) the product number of (I) .0005 Registrable Securities then held by such holder, multiplied by (II) the sum arithmetic average of the Weighted Average Price of the Common Stock on each of the five (5) consecutive Trading Days immediately preceding the Initial Closing Date, and multiplied by (III) the product of (x▇) ▇.▇▇▇▇▇▇ multiplied by (y) the sum (without duplication) of (1) the number of days after the Initial Filing Deadline that the Initial Registration Statement is not filedfiled with the SEC, plus (y2) the number of days after the Initial Effectiveness Deadline that the Initial Registration Statement is not declared effective by the SEC, plus (z3) the number of days in any 365 day period after the Initial Registration Statement has been declared effective by the SEC that such the Initial Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such the Initial Registration Statement, provided that such number in clause (. ii) shall not exceed 0.20. The payments liquidated damages to which a holder shall be entitled pursuant to this Section 2(f2(e)(i) hereof are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest earlier of (I) the last day second Business Day of the calendar month following the month during which such the Registration Delay Payments are incurred, incurred and (II) the third second Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. iii. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18the lesser of 2.0% per annum month (prorated for partial months) and the highest lawful interest rate, in each case until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the applicable Filing Deadline (10a “Filing Failure”) Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline Deadline, (an “Effectiveness Failure”) or (iiiii) on any day after the Registration Statement has been declared effective by the SEC applicable Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market (as defined below), a failure to keep the such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or Statement, a failure to register a sufficient Common number of Ordinary Shares or a failure to maintain the listing of the Ordinary Shares), ) (a “Maintenance Failure”) then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Ordinary Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to one percent (1.0%) of the product aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of the Registrable Securities held by such Investor on each of the following dates: (i) $1,000 USD multiplied by the day of a Filing Failure; (ii) the product day of an Effectiveness Failure; (I) .0005 multiplied by (IIiii) the sum initial day of a Maintenance Failure; (xiv) on the number of days thirtieth day after the date of a Filing Deadline Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on the thirtieth day after the date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided, however, that for the purposes of this Section 2(g), no Filing Failure, Effectiveness Failure or Maintenance Failure shall exist solely as a result of the failure to register Cutback Shares on the Registration Statement is not filed, plus (y) as a direct result of a specific comment from the number of days after the Effectiveness Deadline that SEC on the Registration Statement is not declared effective by disallowing the SEC, plus characterization of the sale of the Cutback Shares as a secondary offering pursuant to Rule 415 if (zA) the Company otherwise satisfies its obligations under this Agreement and includes the maximum number of days in any 365 day period after Registrable Securities on the Registration Statement has been declared effective by that may be included in accordance with the SEC that such SEC’s comment; and (B) at all times until any Registrable Securities excluded from the Registration Statement are registered, there is not available (other than during an Allowable Grace Period) for current public information, as defined in Rule 144(c), regarding the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20Company. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one and one-half percent (1.5%) per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the applicable Filing Deadline (10a “Filing Failure”) Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline Deadline, (an “Effectiveness Failure”) or (iii) on any day after the Registration Statement has been declared effective by the SEC applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r))) pursuant to the such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep the such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or Statement, a failure to register a sufficient number of shares of Common SharesStock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to one and one-half percent (1.5%) of the product aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor's Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) $1,000 USD multiplied by the day of a Registration Failure, (ii) the product day of a Filing Failure; (I) .0005 multiplied by (IIiii) the sum day of an Effectiveness Failure; (xiv) the number initial day of days a Maintenance Failure; (v) on the thirtieth day after the Filing Deadline that date of a Registration Failure and one percent (1%) of such aggregate Subscription Amount every thirtieth day thereafter (prorated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the Registration Statement is not filed, plus (y) the number of days thirtieth day after the Effectiveness Deadline that date of a Filing Failure and every thirtieth day thereafter (prorated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 thirtieth day period after the Registration Statement has been declared effective by date of an Effectiveness Failure and every thirtieth day thereafter (prorated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the SEC thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that such Registration Statement is not available there shall be more than one Failure occurring simultaneously, then 1.5% shall apply in the aggregate (other than e.g., during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to any single or multiple Failure, 1.5% shall be included on such Registration Statementdue, provided that such number in clause (ii) however 1.5% shall not exceed 0.20be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one and one-half percent (1.5%) per annum month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) cease to accrue to the extent that and while the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations, and (ii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the respective Filing Deadline (10a "FILING FAILURE") Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the respective Effectiveness Deadline (an "EFFECTIVENESS FAILURE") or (iiiii) on any day after the Registration Statement has been declared effective by the SEC Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register a sufficient number of shares of Common Shares), Stock) (a "MAINTENANCE FAILURE") then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to one and one half percent (1.5%) of the product aggregate Purchase Price (as such term is defined in the Note Purchase Agreement) of such Investor's Notes (as such term is defined in the Note Purchase Agreement) on each of the following dates: (i) $1,000 USD multiplied by on the thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) after the initial day of a Filing Failure and every thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (ii) on the product of thirtieth (I30th) .0005 multiplied by day (IIpro rated for periods totaling less than thirty (30) the sum of (xdays) the number of days after the Filing Deadline that initial day of an Effectiveness Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; (iii) on the Registration Statement is not filed, plus thirtieth (y30th) the number of days day (pro rated for periods totaling less than thirty (30) days) after the Effectiveness Deadline that the Registration Statement initial day of a Maintenance Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments"REGISTRATION DELAY PAYMENTS.” " Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one percent (1.0%) per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Registration Statement when declared effective fails to register all of the Registrable Securities, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the applicable Filing Deadline (10a “Filing Failure”) Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline Deadline, (an “Effectiveness Failure”) or (iii) on any day after the Registration date the applicable Registartion Statement has been is declared effective by the SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to the such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by a Trading Market (as defined in the Purchase Agreements), a failure to keep the such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or Statement, a failure to register a sufficient number of shares of Common Shares), Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to two percent (2.0%) of the product aggregate purchase price of such Investor’s Registrable Securities pursuant to the Purchase Agreement whether or not included in such Registration Statement on each of the following dates: (i) $1,000 USD multiplied by the day of a Filing Failure; (ii) the product day of an Effectiveness Failure; (I) .0005 multiplied by (IIiii) the sum initial day of a Maintenance Failure; (xiv) on the number of days thirtieth day after the date of a Filing Deadline that Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on the Registration Statement is not filed, plus (y) the number of days thirtieth day after the date of an Effectiveness Deadline that Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 thirtieth day period after the Registration Statement has been declared effective by the SEC that date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Statement Maintenance Failure is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(h) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, dates set forth above and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one and one-half percent (1.5%) per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to Section 1(b) of this Agreement is (A) not filed within ten (10) Business Days of with the SEC on or before the Filing Deadline, Deadline (iia “Filing Failure”) such a Registration Statement is or (B) not declared effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness Failure”); or (iiiii) on for more than thirty days in any day after one calendar year during the applicable Effectiveness Period, Registrable Securities that have previously been covered by an effective Registration Statement has been declared are no longer covered by an effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to the Registration Statement (includinga “Maintenance Failure”, without limitationand a Filing Failure, because of Effectiveness Failure and Maintenance Failure each being referred to herein as a failure to keep the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the Registration Statement or to register sufficient Common Shares), “Failure”) then, as partial relief for in lieu of the damages and not as a penalty to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying Common Shares such Registrable Securities (which remedy payments shall not be the exclusive of any other remedies available at law under this Agreement or in equityunder applicable law), the Company shall pay to each holder of Shares relating to such Registration Statement Lender an amount in cash per such Preferred Share held equal to 0.75% of the product of (i) $1,000 USD multiplied by (ii) the product of (I) .0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective aggregate original Loan represented by the SEC, plus (z) the number of days Registrable Securities included in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for or, in the sale case of at least all a Filing Failure, the Registrable Securities required by this Agreement to be included on in such Registration Statement, provided that such number in clause (i) within five (5) Trading Days of a Failure and (ii) shall not exceed 0.20on every monthly anniversary of such Failure (in each case, on a pro rata basis for periods less than 30 days) until such Failure is cured or the end of the Effectiveness Period, whichever is earlier. The payments to which a holder Lender shall be entitled pursuant to this Section 2(f1(d) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event If the Company fails to make Registration Delay Payments in a timely mannerwithin five (5) Business Days after the date payable, such Registration Delay Payments shall bear interest at the rate of 18% per annum (prorated for partial months) until paid in full. Notwithstanding anything to the contrary herein or in the Loan Agreement, in no event shall the Company be liable in any 30-day period, for Registration Delay Payments in excess of 0.75% of the aggregate original Loan represented by the Registrable Securities included in a Registration Statement that is the subject of a Failure.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the respective Filing Deadline (10a “Filing Failure”) Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (iiiii) on any day after the Registration Statement has been declared effective by the SEC Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the such Registration Statement (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market (as defined in the Securities Purchase Agreement), a failure to keep the such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement Statement, a failure to register a sufficient number of shares of Common Stock or to register sufficient maintain the listing of the Common Shares), Stock) (a “Maintenance Failure”) then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to one percent (1.0%) of the product aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of (i) $1,000 USD multiplied by (ii) the product of (I) .0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Investor’s Registrable Securities required to be whether or not included on in such Registration Statement, provided that on each of the following dates: (i) on every thirtieth day after the day of a Filing Failure and thereafter until such number in clause Filing Failure is cured (all such periods to be pro rated for periods totaling less than thirty days); (ii) shall not exceed 0.20on every thirtieth day after the day of an Effectiveness Failure and thereafter until such Effectiveness Failure is cured (all such periods to be pro rated for periods totaling less than thirty days); and (iii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter until such Maintenance Failure is cured (all such periods to be pro rated for periods totaling less than thirty days). The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” ”. Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. Notwithstanding the foregoing, and Registration Delay Payments payable pursuant to this Section 2(g) shall cease to accrue after the date that is six (III6) upon written demand by months after the PurchasersClosing Date. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one and one half percent (1.5%) per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten (10) Business Days of with the SEC on or before the Filing Deadline, Deadline (iia “Filing Failure”) such a Registration Statement is or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (iiiii) on any day after the Registration Statement has been declared effective by the SEC Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register a sufficient number of shares of Common Shares), Stock) (a “Maintenance Failure”) then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to one percent (1%) of the product aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) $1,000 USD multiplied by the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Filing Failure is cured; (ii) on the product of thirtieth day after an Effectiveness Failure and on every thirtieth day (Ipro rated for periods totaling less than thirty days) .0005 multiplied by thereafter until such Effectiveness Failure is cured; (IIiii) the sum initial day of a Maintenance Failure and on every thirtieth day (xpro rated for periods totaling less than thirty days) the number of days after the Filing Deadline that the Registration Statement thereafter until such Maintenance Failure is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 181.0% per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (ix) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the applicable Filing Deadline (10a "Filing Failure") Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline Deadline, (an "Effectiveness Failure") or (iiiy) on any day after the Registration Statement has been declared effective by the SEC applicable Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep the such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or Statement, a failure to register a sufficient number of shares of Common SharesStock or a failure to maintain the listing of the Common Stock) (a "Maintenance Failure"), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to two percent (2.0%) of the product aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Registrable Securities whether or not included in such Registration Statement on each of the following dates: (i) $1,000 USD multiplied by the day of a Filing Failure; (ii) the product day of an Effectiveness Failure; (I) .0005 multiplied by (IIiii) the sum initial day of a Maintenance Failure; (xiv) on the number of days thirtieth day after the date of a Filing Deadline that Failure and every thirtieth day thereafter (prorated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on the Registration Statement is not filed, plus (y) the number of days thirtieth day after the date of an Effectiveness Deadline that Failure and every thirtieth day thereafter (prorated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 thirtieth day period after the Registration Statement has been declared effective by the SEC that initial date of a Maintenance Failure and every thirtieth day thereafter (prorated for periods totaling less than thirty days) until such Registration Statement Maintenance Failure is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(h) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one and one-half percent (1.5%) per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the applicable Filing Deadline (10a "Filing Failure") Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline Deadline, (an "Effectiveness Failure") or (iii) on any day after the Registration Statement has been declared effective by the SEC applicable Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep the such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or Statement, a failure to register a sufficient number of shares of Common Shares), Stock or a failure to maintain the listing of the Common Stock) (a "Maintenance Failure") then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to one percent (1.0%) of the product aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Registrable Securities not included in such Registration Statement on each of the following dates: (i) $1,000 USD multiplied by the day of a Filing Failure; (ii) the product day of an Effectiveness Failure; (I) .0005 multiplied by (IIiii) the sum initial day of a Maintenance Failure; (xiv) on the number of days thirtieth day after the date of a Filing Deadline that Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on the Registration Statement is not filed, plus (y) the number of days thirtieth day after the date of an Effectiveness Deadline that Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 thirtieth day period after the Registration Statement has been declared effective by the SEC that date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Statement Maintenance Failure is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one and one-half percent (1.5%) per annum month (prorated for partial months) until paid in full. Notwithstanding the foregoing, no Registration Delay Payments shall be owed to an Investor (other than with respect to a Maintenance Failure resulting from a suspension or delisting of (or a failure to timely list) the shares of Common Stock on the Principal Market) with respect to any period during which all of such Investor’s Registrable Securities may be sold by such Investor without any restriction or limitation under Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1)).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the respective Filing Deadline (10a “Filing Failure”) Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the respective Effectiveness Deadline Deadline, (an “Effectiveness Failure”) or (iiiii) on any day after the Registration Statement has been declared effective by the SEC respective Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in a Suspension allowed pursuant to Section 3(p3(d)) pursuant to the such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep the such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or a failure to register a sufficient number of shares of Common Shares), Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages and not as a penalty to any holder Holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount equal to one percent (1.0%) of the Liquidation Preference (as defined in the Certificate of Designations) of such Holder’s Preferred Shares, which underlying shares of Common Stock are included in such Registration Statement. At the Company’s option, such amounts may be paid in cash; provided that if such amounts are not paid in cash per on the dates set forth in the following sentence, then such Preferred Share held equal amounts shall automatically accrue and be added to the product Liquidation Preference as of such date. Such amounts shall be paid on each of the following dates: (i) $1,000 USD multiplied by on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (ii) on the product of (I) .0005 multiplied by (II) the sum of (x) the number of days thirtieth day after the Filing Deadline that date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (iii) on the Registration Statement is not filed, plus (y) the number of days thirtieth day after the Effectiveness Deadline that the Registration Statement date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(i) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. Notwithstanding the foregoing, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such no Registration Delay Payments shall bear interest at be due to a Holder pursuant to this Section 2(i) as a result of and solely to the rate extent of 18% per annum (prorated for partial monthsi) until paid a Filing Failure or an Effectiveness Failure caused solely by such Holder’s exercise of its rights pursuant to Section 3(a)(xii), (ii) an Effectiveness Failure with respect to any Holder caused solely by such Holder’s exercise of its rights pursuant to Section 3(e) or (ii) a Filing Failure caused solely by a Holder’s failure to provide to the Company the information regarding such Holder that is required to be included in fullthe applicable Registration Statement.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. i. If (i) a Registration Statement covering all the Initial Registrable Securities and required to be filed by the Company pursuant to Section 2(a)(i) or Section 2(e)(i) of this Agreement is not (A) filed within ten with the SEC on or before the applicable Filing Deadline or (10B) Business Days of the Filing Deadline, (ii) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline or (iiiii) on any day after the a Registration Statement has been declared effective by the SEC sales of all the Initial Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(t))) pursuant to the such Registration Statement (including, without limitation, including because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register sufficient shares of Common SharesStock), then, as partial relief for the damages and not as a penalty to any holder of Initial Notes or Initial Warrants by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each such holder of Shares relating to such Registration Statement an amount in cash per such Preferred Share held equal to the product of (i) $1,000 USD the sum of (A) the principal amount of the Initial Notes held by such holder and (B) the total Aggregate Exercise Price (as defined in the Initial Warrants) of all Initial Warrants held by such holder and to which such Registration Statement relates, multiplied by (ii) the sum of (A) 0.02, if such Registration Statement is not filed by the applicable Filing Deadline, plus (B) 0.02, if such Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus (C) the product of (I) .0005 0.000667 multiplied by (II) the sum (without duplication) of (x) the number of days after the applicable Filing Deadline that the such Registration Statement is not filedfiled with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the such Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the such Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Initial Registrable Securities required to be included on such Registration Statement, provided that such number in clause Statement pursuant to Section 2(e)(i). ii. If (i) a Registration Statement covering Conditional Registrable Securities and required to be filed by the Company pursuant to Section 2(a)(ii) or Section 2(e)(ii) of this Agreement is not (A) filed with the SEC on or before the applicable Filing Deadline or (B) declared effective by the SEC on or before the applicable Effectiveness Deadline or (ii) on any day after such Registration Statement has been declared effective by the SEC sales of all the Conditional Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period) pursuant to such Registration Statement (including because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock), then, as partial relief for the damages to any holder of Conditional Notes by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not exceed 0.20be exclusive of any other remedies available at law or in equity), the Company shall pay to such holder an amount in cash equal to the product of (i) the principal amount of the Conditional Notes held by such holder, multiplied by (ii) the sum of (A) 0.02, if such Registration Statement is not filed by the applicable Filing Deadline, plus (B) 0.02, if such Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus (C) the product of (I) 0.000667 multiplied by (II) the sum (without duplication) of (x) the number of days after the applicable Filing Deadline that such Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that such Registration Statement is not declared effective by the SEC, plus (z) the number of days after such Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Conditional Registrable Securities required to be included on such Registration Statement pursuant to Section 2(e)(ii). iii. If (i) a Registration Statement covering all the Replacement Warrant Registrable Securities and required to be filed by the Company pursuant to Section 2(a)(iii) or Section 2(e)(iii) of this Agreement is not (A) filed with the SEC on or before the applicable Filing Deadline or (B) declared effective by the SEC on or before the applicable Effectiveness Deadline or (ii) on any day after such Registration Statement has been declared effective by the SEC sales of all the Replacement Warrant Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period) pursuant to such Registration Statement (including because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock), then, as partial relief for the damages to any holder of Replacement Warrants by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to such holder an amount in cash equal to the product of (i) the total Aggregate Exercise Price of all Replacement Warrants held by such holder and to which such Registration Statement relates, multiplied by (ii) the sum of (A) 0.02, if such Registration Statement is not filed by the applicable Filing Deadline, plus (B) 0.02, if such Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus (C) the product of (I) 0.000667 multiplied by (II) the sum (without duplication) of (x) the number of days after the applicable Filing Deadline that such Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that such Registration Statement is not declared effective by the SEC, plus (z) the number of days after such Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Replacement Warrant Registrable Securities required to be included on such Registration Statement pursuant to Section 2(e)(iii). iv. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments"REGISTRATION DELAY PAYMENTS.” " Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18the lesser of 2.0% per annum month (prorated for partial months) or the highest lawful maximum interest rate, in each case, until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not filed within ten (10) Business Days of the Filing Deadline, (ii) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline Deadline, (an “Effectiveness Failure”) or (iii) on any day after the Registration Statement has been declared effective by the SEC applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r))) pursuant to the such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep the such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or Statement, a failure to register a sufficient number of Common SharesShares or a failure to maintain the listing of the Common Share) (a “Maintenance Failure” and collectively with a Registration Failure, an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to one percent (1.0%) of the product aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) $1,000 USD multiplied by the day of a Filing Failure; (ii) the product day of an Effectiveness Failure; (I) .0005 multiplied by (IIiii) the sum initial day of a Maintenance Failure; (xiv) on the number of days thirtieth day after the Filing Deadline that date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (v) on the Registration Statement is not filed, plus (y) the number of days thirtieth day after the date of an Effectiveness Deadline that Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 thirtieth day period after the Registration Statement has been declared effective by initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the SEC event that such Registration Statement is not available there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (other than e.g., during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to any single or multiple Failure, 1% shall be included on such Registration Statementdue, provided that such number in clause (ii) however 1% shall not exceed 0.20. be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% two percent (2%) per annum month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed twelve percent (12%) of the aggregate Purchase Price, (ii) not accrue (or, if previously accruing, shall cease to accrue) when all of the Registrable Securities may be sold by pursuant to Rule 144 without any limitation thereunder by the applicable Investor (assuming such Investor is not an Affiliate of the Company and assuming cashless exercise of the Warrants) and (iii) cease to accrue upon the termination of the Registration Period (as defined below). For the avoidance of doubt, in no event shall any Registration Delay Payments be payable hereunder in respect of any Registrable Securities as to any period for which Public Information Failure Payments are payable pursuant to the Securities Purchase Agreement.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (ix) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the applicable Filing Deadline (10a “Filing Failure”) Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline Deadline, (an “Effectiveness Failure”) or (iiiy) on any day after the Registration Statement has been declared effective by the SEC applicable Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep the such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or Statement, a failure to register a sufficient number of shares of Common SharesStock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure”), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to the product Applicable Percentage of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement on each of the following dates: (i) $1,000 USD multiplied by the day of a Filing Failure; (ii) the product day of an Effectiveness Failure; (I) .0005 multiplied by (IIiii) the sum initial day of a Maintenance Failure; (xiv) on the number of days thirtieth day after the date of a Filing Deadline that Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on the Registration Statement is not filed, plus (y) the number of days thirtieth day after the date of an Effectiveness Deadline that Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 thirtieth day period after the Registration Statement has been declared effective by the SEC that initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Statement Maintenance Failure is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(h) are referred to herein as “Registration Delay Payments.” In no event shall the aggregate amount of all Registration Delay Payments payable to an Investor exceed 8.0% of the aggregate Purchase Price of such Investor’s Registrable Securities. Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one and one-half percent (1.5%) per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Resale Registration Statement when declared effective fails to register the entire amount of the shares of Common Stock issued to Holders pursuant to the Securities Purchase Agreement and the Warrant Shares issued to the Holders upon exercise of the Warrants (a “Registration Failure”), (ii) a Resale Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the Commission on or before the applicable filing deadline provided for in Section 2(a) (10a “Filing Failure”) Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC Commission on or before the applicable deadline provided for in Section 2(a), (an “Effectiveness Deadline or Failure”), (iii) on any day after the Registration Statement has been declared effective by the SEC applicable Effective Date, sales of all of the Registrable Securities required to be included on such Resale Registration Statement cannot be made as provided for in this Agreement (other than during an Allowable Grace Period (as defined in Section 3(p)allowable Delay Period) pursuant to the such Resale Registration Statement (a “Maintenance Failure”) or (iv) if a Resale Registration Statement is not effective for any reason or the prospectus contained therein is not available for use for any reason, and the Company fails to file with the Commission any required reports under Section 13 or 15(d) of the 1934 Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable) (a “Current Public Information Failure”) as a result of which any of the Holders are unable to sell Registrable Securities without restriction under Rule 144 (including, without limitation, because of a failure to keep the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the Registration Statement or to register sufficient Common Shares), volume restrictions) then, as partial relief for the damages and not as a penalty to any holder Holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance), the Company shall pay to each holder of Shares Registrable Securities relating to such Resale Registration Statement an amount in cash per such Preferred Share held equal to (x) one percent (1.0%) of the product aggregate Commitment Amount (as such term is defined in the Securities Purchase Agreement) of such Holder’s Registrable Securities for the first month, or part thereof, that : (i) $1,000 USD multiplied by a Registration Failure shall continue, (ii) the product of a Filing Failure shall continue; (Iiii) .0005 multiplied by an Effectiveness Failure shall continue; (IIiv) the sum of a Maintenance Failure shall continue; (xv) the number of days after the Filing Deadline that the Registration Statement is not filed, plus a Current Public Information Failure shall continue and (y) two percent (2.0%) of the number aggregate Commitment Amount (as such term is defined in the Securities Purchase Agreement) of days such Holder’s Registrable Securities, for each month, or part thereof after the Effectiveness Deadline that the such first month that: (i) a Registration Statement is not declared effective by the SEC, plus Failure continues (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that prorated for periods totaling less than thirty days)until such Registration Statement Failure is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause cured; (ii) shall not exceed 0.20a Filing Failure continues (prorated for periods totaling less than thirty days) until such Filing Failure is cured; (iii) an Effectiveness Failure continues (prorated for periods totaling less than thirty days) until such Effectiveness Failure is cured; (iv) a Maintenance Failure continues (prorated for periods totaling less than thirty days) until such Maintenance Failure is cured; and (v) a Public Information Failure continues (prorated for periods totaling less than thirty days) until such Public Information Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(e) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one and one-half percent (1.5%) per annum month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, (i) Registration Delay Payments shall cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations, (ii) in no event shall the aggregate amount of all Registration Delay Payments (without regard to any accrued interest thereon in accordance with the preceding sentence) paid to a Holder exceed an amount equal to 10% of the aggregate amount such Holder paid for the shares of Common Stock issued to such Holder pursuant to the Securities Purchase Agreement and the Warrant Shares issued to such Holder upon exercise of the Warrants, (iii) no single event or failure shall give rise to more than one type of Registration Delay Payment or (iv) if a Holder would be required to be named as an “underwriter” in the Resale Registration Statement by the Commission and such Holder elects not to include any Registrable Securities of such Holder in the Resale Registration Statement, or such Holder’s Registrable Securities are not included in the Resale Registration Statement at Holder’s determination, or as a result of Holder’s failure to comply with Section 3(b) of this Agreement, no Registration Delay Payments shall accrue with respect to such Registrable Securities of such Holder.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If The parties hereto agree that the Investors will suffer damages if the Company fails to fulfill its obligations under this Section 2 and that, in such case, it would not be feasible to ascertain the extent of such damages with precision. Subject to Section 2.b, if (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten (10) Business Days of with the SEC on or before the Filing Deadline, Deadline (iia “Filing Failure”) such a Registration Statement is or (B) not declared effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness Failure”); or (iiiii) on any day after the Registration Statement has been declared effective by the SEC Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (x) during an Allowable Grace Period (as defined in Section 3(p)3.p) or (y) if the Registration Statement is on Form S-1, for a period of 15 days following the date on which the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or failure to register a sufficient number of shares of Common Shares)Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages and not as a penalty to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity)) and not as a penalty, the Company shall pay to each holder of Shares relating Registrable Securities, aggregate Additional Interest equal to 0.50% per year on all outstanding Convertible Notes (and all outstanding shares of Common Stock to the extent any Convertible Notes have been converted prior to the occurrence of the Registration Default and such shares of Common Stock remain Registrable Securities); provided that any payment on shares of Common Stock will be calculated based on the principal amount of the Convertible Notes as a result of conversion of which such shares of Common Stock have been issued; provided further that any such Additional Interest will cease to accrue to holders hereunder and under the Indenture when any such Registration Statement an amount in cash per such Preferred Share held equal Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and subject to the product of (i) $1,000 USD multiplied by (ii) terms and conditions of, the product of (I) .0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay PaymentsIndenture.” Registration Delay Payments shall be paid on the earliest of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% per annum (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities and required to be filed by the Company pursuant to this Agreement is not (A) filed within ten (10) Business Days of with the SEC on or before the Filing Deadline, Deadline or (iiB) such a Registration Statement is not declared effective by the SEC on or before the Effectiveness Deadline or (iiiii) on any day after the Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(t))) pursuant to the Registration Statement (including, without limitation, because of a failure to keep the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the Registration Statement or Statement, to register sufficient shares of Common SharesStock), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Preferred Shares relating to such Registration Statement an amount in cash per such Preferred Share held equal to the product of (i) $1,000 USD multiplied by (ii) the sum of (A) .02, if the Registration Statement is not filed by the Filing Deadline, plus (B) .02, if the Registration Statement is not declared effective by the Effectiveness Deadline, plus, (C) the product of (I) .0005 .000667 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the such Registration Statement is not filedfiled with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (II) the third Business Day business day after the event or failure giving rise to the Registration Delay Delayed Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 182.0% per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the respective Filing Deadline or (10B) Business Days of the Filing Deadline, (ii) such a Registration Statement is not declared effective by the SEC on or before the respective Effectiveness Deadline or (iiiii) on any day after the such Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register sufficient shares of Common SharesStock) (the "Selling Prohibition"), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares Convertible Debentures relating to such Registration Statement an amount in cash per such Preferred Share held equal to the product of (i) $1,000 USD the Penalty Amount applicable to such Investor multiplied by (ii) the product of (I) .0005 0.0005 multiplied by (II) the sum of (x) the number of days after the applicable Filing Deadline that the Registration Statement is not filedfiled with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days days, in any 365 day period each instance, after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 181.5% per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the applicable Filing Deadline (10a “Filing Failure”) Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline Deadline, (an “Effectiveness Failure”) or (iii) on any day after the Registration Statement has been declared effective by the SEC applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r))) pursuant to the such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep the such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or Statement, a failure to register a sufficient number of Common Shares or a failure to maintain the listing of the Common Shares) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to two percent (2.0%) of the product aggregate Subscription Amount (as defined in each SPA) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) $1,000 USD multiplied by the day of a Registration Failure, (ii) the product day of a Filing Failure; (I) .0005 multiplied by (IIiii) the sum day of an Effectiveness Failure; (xiv) the number initial day of days a Maintenance Failure; (v) on the fifteenth day after the Filing Deadline that date of a Registration Failure and every fifteenth day thereafter (pro-rated for periods totaling less than fifteen days) until such Registration Failure is cured; (vi) on the Registration Statement is not filed, plus (y) the number of days fifteenth day after the Effectiveness Deadline that date of a Filing Failure and every fifteenth day thereafter (pro-rated for periods totaling less than fifteen days) until such Filing Failure is cured; (vii) on the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 fifteenth day period after the Registration Statement has been declared effective by date of an Effectiveness Failure and every fifteenth day thereafter (pro-rated for periods totaling less than fifteen days) until such Effectiveness Failure is cured; and (viii) on the SEC fifteenth day after the initial date of a Maintenance Failure and every fifteenth day thereafter (pro-rated for periods totaling less than fifteen days) until such Maintenance Failure is cured; provided however, in the event that such Registration Statement is not available there shall be more than one Failure occurring simultaneously, the 2.0% shall apply in the aggregate (other than e.g., during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to any single or multiple Failure, 2% shall be included on such Registration Statementdue, provided that such number in clause (ii) however 2% shall not exceed 0.20be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one percent (1%) per annum month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed one hundred percent (100%) of the aggregate Purchase Price, (ii) cease to accrue during periods when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the respective Filing Deadline (10a “Filing Failure”) Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (iiiii) on any day after the Registration Statement has been declared effective by the SEC Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the such Registration Statement (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market (as defined in the Securities Purchase Agreement), a failure to keep the such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement Statement, a failure to register a sufficient number of shares of Common Stock or to register sufficient maintain the listing of the Common Shares), Stock) (a “Maintenance Failure”) then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to one percent (1.0%) of the product aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of (i) $1,000 USD multiplied by (ii) the product of (I) .0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Investor’s Registrable Securities required to be whether or not included on in such Registration Statement, provided that on each of the following dates: (i) on every thirtieth day after the day of a Filing Failure and thereafter until such number in clause Filing Failure is cured (all such periods to be pro rated for periods totaling less than thirty days); (ii) shall not exceed 0.20on every thirtieth day after the day of an Effectiveness Failure and thereafter until such Effectiveness Failure is cured (all such periods to be pro rated for periods totaling less than thirty days); and (iii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter until such Maintenance Failure is cured (all such periods to be pro rated for periods totaling less than thirty days). The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” ”. Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one and one half percent (1.5%) per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities and required to be filed by the Company pursuant to this Agreement applicable Required Registration Amount is (A) not filed within ten with the SEC on or before the applicable Filing Deadline (10a “Filing Failure”) Business Days of the Filing Deadline, or (iiB) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline (an “Effectiveness Failure”) or (iiiii) on any day after the Registration Statement has been declared effective by the SEC applicable Effective Date sales of all of the Registrable Securities required to be included on applicable Required Registration Amount of such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep the such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or Statement, a failure to register a sufficient number of shares of Common Shares), Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance), (A) the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to two percent (2.0%) of the product aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) $1,000 USD multiplied by the day of a Filing Failure; (ii) the product day of an Effectiveness Failure; (I) .0005 multiplied by (IIiii) the sum initial day of a Maintenance Failure; (xiv) on the number of days thirtieth day after the date of a Filing Deadline that Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on the Registration Statement is not filed, plus (y) the number of days thirtieth day after the date of an Effectiveness Deadline that Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 thirtieth day period after the Registration Statement has been declared effective by the SEC that date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Statement Maintenance Failure is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one and one-half percent (1.5%) per annum month (prorated for partial months) (or such lesser maximum amount that is permitted to be paid by applicable law) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the respective Filing Deadline (10a “Filing Failure”) Business Days of or (B) filed with the Filing Deadline, (ii) such a Registration Statement is SEC but not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (iiiii) on any day after the Registration Statement has been declared effective by the SEC Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register a sufficient number of Shares of Common Shares), Stock) (a “Maintenance Failure”) then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held cash, without duplication, equal to one percent (1.0%) of the product aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) $1,000 USD multiplied by the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) the product day of an Effectiveness Failure and on every thirtieth day (Ipro rated for periods totaling less than thirty days) .0005 multiplied by after an Effectiveness Failure until such Effectiveness Failure is cured; and (IIiii) the sum initial day of a Maintenance Failure and on every thirtieth day (xpro rated for periods totaling less than thirty days) the number of days after the Filing Deadline that the Registration Statement a Maintenance Failure until such Maintenance Failure is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the last thirtieth day of after the calendar month during which such event or failure giving rise to the Registration Delay Payments are incurred, has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one percent (1.0%) per annum month (prorated for partial months) until paid in full.