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. Subject to paragraph (b) above, if either: (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 with the Commission on or before the Filing Deadline (a “Filing Failure”), or (B) not declared effective by the Commission on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (ii) on any day during the Reporting Period and after the Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (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 such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), then, in addition to any other rights the holders may have under the Transaction Documents or under applicable law, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of such holder’s Pro Rata Interest in the Aggregate Purchase Price on each of the following dates: (x) the day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (y) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (z) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “"Filing Failure”), ") or (B) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “"Effectiveness Failure”), ") or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(q)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the shares of Common Stock) (a “"Maintenance Failure”), ") then, in addition as partial relief for the damages to any Investor 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 rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities Investor relating to such Registration Statement an amount in cash equal to (A) one percent (1.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor's Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until the date such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until the date such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until the date such Maintenance Failure is cured. The payments to which a holder an Investor shall be entitled to pursuant to this Section (c2(g) are referred to herein as “"Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. 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 one percent (1.0%) per month (prorated for partial months) until paid in full. The parties agree that the maximum aggregate Registration Delay Payments payable to an Investor under this Agreement shall be 10% of the aggregate purchase price paid by such Investor pursuant to the Purchase Agreement.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) aboveIf, if either: during the period from the Closing Date until the second anniversary of the Closing Date (i) a the 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 (A) not filed with the Commission SEC on or before the Filing Deadline (a “"Filing Failure”), ") or (B) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “"Effectiveness Failure”), ") or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(p)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the shares of Common Stock) (a “"Maintenance Failure”), ") then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent of the aggregate Purchase Price (1.0%as such term is defined in the Securities Purchase Agreement) of such holder’s Pro Rata Interest Investor's Registrable Securities included in the Aggregate Purchase Price such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; , and (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; , and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(e) are referred to herein as “"Registration Delay Payments”; provided, that no ." Registration Delay Payments shall be required following paid on the termination day of the Reporting Period; provided furtherFiling Failure, that in no event shall Effectiveness Failure or the aggregate Registration Delay Payments accruing under this Section initial day of Maintenance Failure, as applicable, and thereafter on the earlier of (cI) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days thirtieth day after the event or failure giving rise to such Registration Delay Payment occurred and all other a Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and occurs, or (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. 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 one and one-half percent per 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, ten percent of the aggregate Purchase Price.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), "FILING FAILURE") or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), "EFFECTIVENESS FAILURE") or (ii) on any day during the Reporting Period and after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”), "MAINTENANCE FAILURE") then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Filing Failure until such Filing Failure is cured; (yii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after an Effectiveness Failure until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “Registration Delay Payments”; provided, that no "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be required following paid on the termination day of the Reporting Period; provided furtherFiling Failure, that in no event shall Effectiveness Failure and the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) initial day of a holder’s Pro Rata Interest in Maintenance Failure, as applicable, and thereafter on the Aggregate Purchase Price earlier of (i.e., corresponding to a total delay of six (6I) months). The first such Registration Delay Payment shall be paid within three (3) Business Days the thirtieth day after the event or failure giving rise to such Registration Delay Payment occurred and all other the Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred has occurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. 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 two percent (2.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yv) on every thirtieth day after the day of an Effectiveness Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (zvi) on every thirtieth day after the initial day of a Maintenance Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 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. 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 one and one-half percent (1.5%) per 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, such as solely for the purposes of an example, failure to file any registration statement required hereby) exceed, in the aggregate, 10% of the aggregate Purchase Price.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), then, in addition subject to any other rights the holders may have under the Transaction Documents or under applicable lawSection 2(g) hereof, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. 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 one percent (1.0%) per 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 Common Shares.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) aboveany elections made pursuant to Section 4(b), if either: (i) a Registration Statement covering all the Registrable Securities is not filed with the Commission on or before the Filing Deadline or is not declared effective by the Commission on or before the Effectiveness Deadline, (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 thereby, as described in Section 2(e) of this Agreement is: (A) Agreement, is not filed with the Commission on or before the Filing Deadline (a “Filing Failure”), deadline described in Section 2(e) of this Agreement or (B) is not declared effective by the Commission on or before the Effectiveness Deadline or Additional Effectiveness Deadlinedeadline described in Section 2(e) of this Agreement, as the case may be (an “Effectiveness Failure”), or (iiiii) on any day during after such Registration Statement has been declared effective by the Reporting Period and after the Effective DateCommission, 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 (A) during an Allowable Grace Period (as defined belowin Section 3(n) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kthis Agreement) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common StockStock 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 “Maintenance Failure”"REGISTRATION DELAY"), then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable law, 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 Registrable Securities relating to such Registration Statement the Preferred Shares an amount in cash equal to one percent the product of (1.0%) of such holder’s Pro Rata Interest in the Aggregate Purchase Price on each of the following dates: (x) the day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (y) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (zi) the initial day of a Maintenance Failure principal amount paid for the Preferred Shares held by such holder or the related Conversion Shares multiplied by (ii) two percent (2%) and on every thirtieth (30th2) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a each holder shall be entitled pursuant to this Section (c) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that Warrants or Warrant Shares an amount in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured.4

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) aboveSection 7(b), 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: (Ai) not filed with the Commission SEC on or before the Filing Deadline (a “Filing Failure”), or (Bii) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (iib) on any day during the Reporting Period and after the Registration Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (Ai) during an Allowable Grace Period (as defined below) or (Bii) if the Registration Statement is on Form S-1, for a period of fifteen (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 such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), then, in addition to any other rights the holders may have under this Agreement, the Warrants, the schedules and exhibits attached hereto and thereto (collectively, the “Transaction Documents Documents”) or under applicable law, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of such holder’s Pro Rata Interest in the Aggregate Purchase Price on each of the following dates: (x) the day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (y) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (z) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c7(c) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c7(c) exceed ten six percent (106%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made for any reason (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(q)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common StockStock or a suspension or delisting of the Common Stock on its principal trading exchange or market) (a “Maintenance Failure”), ) then, in addition as relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.01.5%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Filing Failure until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after an Effectiveness Failure until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “Registration Delay Payments”; provided, that no .” Registration Delay Payments shall be required following paid on the termination day of the Reporting Period; provided furtherFiling Failure, that in no event shall Effectiveness Failure and the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) initial day of a holder’s Pro Rata Interest in Maintenance Failure, as applicable, and thereafter on the Aggregate Purchase Price earlier of (i.e., corresponding to a total delay of six (6I) months). The first such Registration Delay Payment shall be paid within three (3) Business Days the thirtieth day after the event or failure giving rise to such Registration Delay Payment occurred and all other the Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred has occurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. 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 one and one-half percent (1.5%) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on covered by such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the shares of Common Stock) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any Investor 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 rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities Investor relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (x) the day of a the respective Filing Failure, Effectiveness Failure and on every thirtieth or Maintenance Failure for the first thirty (30th30) day days during which such Filing Failure, Effectiveness Failure or Maintenance Failure continues (prorated pro rated for periods any period totaling less than thirty (30) days), and thereafter two percent (2.0%) thereafter until of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement for each ensuing thirty (30) day period during which such Filing Failure is cured; (y) the day of an Failure, Effectiveness Failure and on every thirtieth or Maintenance Failure continues (30th) day (prorated pro rated for periods any period totaling less than thirty (30) days), subject to a maximum penalty of ten percent (10%) thereafter until of the aggregate Purchase Price (as such Effectiveness Failure term is cured; and defined in the Securities Purchase Agreement) paid by such Investor pursuant to the Securities Purchase Agreement for all Registration Delay Payments (zas defined below) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is curedpayable to an Investor under this Agreement. The payments to which a holder an Investor shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. 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 one percent (1.0%) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (xi) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yv) on every thirtieth day after the day of an Effectiveness Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (zvi) on every thirtieth day after the initial day of a Maintenance Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 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. 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 one percent (1.0%) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: (other than Cutback Shares, if any) is (A) not filed with the Commission SEC on or before the applicable Filing Deadline (a “"Filing Failure”), ") or (B) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional applicable Effectiveness Deadline, as the case may be (an “"Effectiveness Failure”), ") or (ii) on any day during the Reporting Period and after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to 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 such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “"Maintenance Failure”), ") then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity, including, without limitation, specific performance), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor's Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure; (ii) the 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 on every thirtieth day thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yv) on the thirtieth day after the date of an Effectiveness Failure and on every thirtieth day thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (zvi) on the initial thirtieth day after the date of a Maintenance Failure and on every thirtieth day thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured; provided, however, that (A) no such payment shall be made with respect to any day that occurs after the expiration of the Registration Period, and (B) the aggregate of all such payments made to any such Investor shall not exceed six percent (6.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Registrable Securities included in such Registration Statement. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “"Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 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. 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 one percent (1.0%) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), or (B) not declared effective by the Commission SEC on or before 30 days after the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (ii) on any day during after such Registration Statement has been declared effective by the Reporting Period and after the Effective Date, SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the applicable Registrable Securities (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities Notes relating to such Registration Statement an amount in cash equal to one percent the product of (1.0%i) the sum of (A) the aggregate Principal (as such term is defined in the Notes) convertible into Conversion Shares included in such Registration Statement of such holder’s Pro Rata Interest in Investor's Notes plus (B) the Aggregate Purchase Price on each product of the following dates: (x) the day number of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until Exchange Shares, if any, included in such Filing Failure is cured; Registration Statement multiplied by (y) the day Closing Sale Price (as defined in the Notes) on the applicable date of an Effectiveness Failure and on every thirtieth determination multiplied by (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (zii) the initial day sum of a Maintenance Failure and on every thirtieth (30thA) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c) are referred to herein as “Registration Delay Payments”; provided0.015, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first if such Registration Delay Payment shall be paid within three Statement is not filed by the applicable Filing Deadline, plus (3B) Business Days 0.030, if such Registration Statement is not declared effective by 30 days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on applicable Effectiveness Deadline, plus (C) the earlier product of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured.)

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the Filing Deadline (a “"Filing Failure”), ") or (B) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “"Effectiveness Failure”), ") or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (made, other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1in Section 3(r), for a period of fifteen (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 such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common StockStock as determined in accordance with Section 2(d)) (a “"Maintenance Failure”") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), then, in addition subject to any other rights the holders may have under the Transaction Documents or under applicable lawSection 2(f) hereof, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor's Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(e) are referred to herein as “"Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. 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 one percent (1.0%) per 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 Common Shares. Notwithstanding the provisions of this Section 2(e), no Registration Delay Payments shall be payable with respect to any Registrable Securities excluded from a Registration Statement by the election of an Investor.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the Filing Deadline (a “Filing Failure”), ) or (B) filed with the SEC but not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement Statement, a suspension or delisting of the Common Stock on its principal trading market or exchange, or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Filing Failure until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after an Effectiveness Failure until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no .” Registration Delay Payments shall be required following paid on the termination day of the Reporting Period; provided furtherFiling Failure, that in no event shall Effectiveness Failure and the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) initial day of a holder’s Pro Rata Interest in Maintenance Failure, as applicable, and thereafter on the Aggregate Purchase Price earlier of (i.e., corresponding to a total delay of six (6I) months). The first such Registration Delay Payment shall be paid within three (3) Business Days the thirtieth day after the event or failure giving rise to such Registration Delay Payment occurred and all other the Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred has occurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. 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 two percent (2.0%) per 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 of the Common Shares.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) aboveSection 4.13(b), 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: (Ai) not filed with the Commission on or before the Filing Deadline (a “Filing Failure”), or (Bii) not declared effective by the Commission on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (iib) on any day during the Reporting Period and after the Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (Ai) during an Allowable Grace Period (as defined below) or (Bii) if the Registration Statement is on Form S-1, for a period of fifteen (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 such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), then, in addition to any other rights the holders may have under the Transaction Documents or under applicable law, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of such holder’s Pro Rata Interest in the Aggregate Purchase Price on each of the following dates: (x) the day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (y) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (z) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c4.13(c) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c4.13(c) exceed ten six percent (106%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph i. If (b) above, 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 Section 2(a), Section 2(b) or Section 2(f) of this Agreement is: is not (AI) not filed with the Commission SEC on or before the applicable Filing Deadline (a “"Filing Failure”), ") or (II) declared effective by the SEC on or before the applicable Effectiveness Deadline (an "Effectiveness Failure") or (B) not on any day after a Registration Statement has been declared effective by the Commission on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (ii) on any day during the Reporting Period and after the Effective DateSEC, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(o)(iv))) pursuant to such Registration Statement (including, without limitation, 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 a sufficient number of shares of Common Stockcomply with Section 2(f)) (a “"Maintenance Failure”," and each of a Filing Failure, an Effectiveness Failure and a Maintenance Failure being referred to as a "Registration Default"), then, in addition to any other rights the holders may have under the Transaction Documents or under applicable law, then the Company shall pay pay, as partial liquidated damages (but not as a penalty) to each any holder of Registrable Securities relating Shares by reason of any such delay in or reduction of its ability to such Registration Statement sell its Shares (which remedy shall be exclusive of any other remedies available at law or in equity), an amount in cash equal to one percent (1.0%) per month (on a 30/360 basis) of the aggregate purchase price paid pursuant to the Securities Purchase Agreement for such holder’s Pro Rata Interest 's Registrable Securities required to be included in the Aggregate Purchase Price such Registration Statement on each of the following dates: (x1) the initial day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (y2) the initial day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (z3) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. ii. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “"Registration Delay Payments”; provided." In the event the Company fails to make Registration Delay Payments in a timely manner, that such Registration Delay Payments shall bear interest at the rate of the lesser of one and one-half percent (1.5%) per month (on a 30/360 basis). iii. A Registration Default shall be deemed not to have occurred and be continuing, and no Registration Delay Payments shall accrue as a result thereof, in relation to a Registration Statement if (i) (A) such Registration Default has occurred solely as a result of material events, with respect to the Company that would need to be described in such Registration Statement or the related Prospectus or (B) the Registration Default relates to any information supplied or failed to be supplied by a Buyer of Registrable Securities and (ii) the Company is proceeding promptly and in good faith to amend or supplement the Registration Statement to describe such events as required following the termination of the Reporting Periodby Section 3(o); provided furtherprovided, however, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first any case if such Registration Delay Payment shall be paid within three Default occurs for a continuous period in excess of forty-five (345) Business Days after the event days beyond any permitted forty-five (45) or failure giving rise to such Registration Delay Payment occurred and all other ninety (90) day suspension period (as provided by Section 3(o)), Registration Delay Payments shall be paid on payable in accordance with this Section 2(g) from the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Default occurs until such Registration Delay Payments Default is cured.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the applicable Filing Deadline (a “"Filing Failure”), ") or (B) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional applicable Effectiveness Deadline, as the case may be (an “"Effectiveness Failure”), ") or (ii) on any day during the Reporting Period and after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market as a result of the Company’s failure to meet applicable listing requirements, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, a failure to register a sufficient number of shares of Common Stock (other than as a result of a limitation on the maximum number of shares of Common Stock permitted to be registered by the staff of the SEC pursuant to Rule 415) or a failure to maintain the listing of the Common Stock) (a “"Maintenance Failure”), ") then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights remedies available at law or in equity, including, without limitation, specific performance or the holders may have under additional obligation of the Transaction Documents or under applicable lawCompany to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Market Value (as such holder’s Pro Rata Interest term is defined in the Aggregate Purchase Price Subscription Agreement) of such Investor's Registrable Securities whether or not included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure; (ii) the 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 on every thirtieth day thereafter (30th) day (prorated in each case, pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yv) on the thirtieth day after the date of an Effectiveness Failure and on every thirtieth day thereafter (30th) day (prorated in each case, pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (zvi) on the thirtieth day after the initial day date of a Maintenance Failure and on every thirtieth day thereafter (30th) day (prorated in each case, pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(h) are referred to herein as “"Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 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. 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 one percent (1.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary herein or in the Subscription Agreement, in no event shall (i) Registration Delay Payments be payable for any period after the expiration of the Registration Period, (ii) the aggregate amount of Registration Delay Payments to an Investor exceed, in the aggregate, ten percent (10%) of the aggregate Market Value of such Investor's Registrable Securities on the applicable Closing Date and (ii) the Company be obligated to make both Public Information Failure Payments (as defined in the Subscription Agreement) and Registration Delay Payments in respect of the same securities and for any same period of time in which a failure giving rise to such payments is deemed to have occurred.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) aboveSection 4(a), if either: (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: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying Shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.01.5%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor’s Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Filing Failure until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after an Effectiveness Failure until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Maintenance Failure until such Maintenance Failure is cured; provided, however, that in no event shall the Company be liable for more than one and one-half percent (1.5%) of penalties during any thirty day period or for multiple events during any thirty day period. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “Registration Delay Payments”; provided, that no .” Registration Delay Payments shall be required following accrue on the termination day of the Reporting Period; provided furtherFiling Failure, that in no event shall Effectiveness Failure and the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) initial day of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e.Maintenance Failure, corresponding to a total delay of six (6) months). The first such Registration Delay Payment as applicable, and thereafter shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred accrue and all other Registration Delay Payments shall be paid 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 (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. 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 one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (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 Investor’s Notes to be lowered by an amount equal to the quotient of the amount of such Investors Excess Registration Delay Payments divided by the then outstanding amount of such Investor’s Notes. Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrant or Warrant Shares.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during after such Registration Statement has been declared effective by the Reporting Period and after the Effective Date, SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a Stock)(a “Maintenance Failure”), then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities Notes relating to such Registration Statement Statement: (I) on each of the day of a Filing Failure, an Effectiveness Failure and the initial day of a Maintenance Failure, an amount in cash equal to one percent the product of (1.0%i) the aggregate Principal (as such term is defined in the Notes) of such holderInvestor’s Pro Rata Interest Notes convertible into Conversion Shares included in such Registration Statement multiplied by (ii) 0.01, and (II) on the Aggregate Purchase Price on each earlier of the following dates: (x) the last day of each 30 day period after a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (y) the day of Failure, an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (z) the initial day of a Maintenance Failure, as the case may be, or on the third Business Day after any such Filing Failure, Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such or Maintenance Failure is cured, an amount in cash equal to the product of (i) the aggregate Principal of such Investor’s Notes convertible into Conversion Shares included in such Registration Statement multiplied by (ii) 0.02. The In the event the Company fails to make any payments to which a holder shall be entitled pursuant to this Section 2(f) in a timely manner, such payments shall bear interest at the rate of 1.5% per month (cprorated for partial months) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that until paid in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is curedfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities Required Registration Amount required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “"Filing Failure”), ") or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “"Effectiveness Failure”), ") or (ii) on any day during the Reporting Period and after the respective Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “"Maintenance Failure”") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), then, in addition to any other rights the holders may have under the Transaction Documents or under applicable law, (A) the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor's Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “"Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 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. 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 one and one-half percent (1.5%) per 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 exceed, in the aggregate, eighteen percent (18%) of the aggregate Purchase Price of the Common Shares.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “"Filing Failure”), ") or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “"Effectiveness Failure”), ") or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “"Maintenance Failure”), ") then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.01.5%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; provided, however, if an Effectiveness Failure occurs and there has been an SEC review of the Registration Statement, Registration Delay Payments will begin to accrue on the date 90 days from the Closing Date; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “"Registration Delay Payments”; provided, that no ". Registration Delay Payments shall be required following paid on the termination day of the Reporting Period; provided furtherFiling Failure, that in no event shall Effectiveness Failure and the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) initial day of a holder’s Pro Rata Interest in Maintenance Failure, as applicable, and thereafter on the Aggregate Purchase Price earlier of (i.e., corresponding to a total delay of six (6I) months). The first such Registration Delay Payment shall be paid within three (3) Business Days the thirtieth day after the event or failure giving rise to such Registration Delay Payment occurred and all other the Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred has occurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. 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 one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (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 Investor's Notes to be lowered by an amount equal to the quotient of the amount of such Investors Excess Registration Delay Payments divided by the then outstanding amount of such Investor'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 an Investor.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the Filing Deadline (a “Filing Failure”), ) or (B) filed with the SEC but not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement Statement, a suspension or delisting of the Common Stock on its principal trading market or exchange, or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights remedies available at law or in equity) and subject to the holders may have under Limitation on Damages (as defined in the Transaction Documents or under applicable lawCertificate of Designations), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.01%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Filing Failure until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after an Effectiveness Failure until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no .” Registration Delay Payments shall be required following paid on the termination day of the Reporting Period; provided furtherFiling Failure, that in no event shall Effectiveness Failure and the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) initial day of a holder’s Pro Rata Interest in Maintenance Failure, as applicable, and thereafter on the Aggregate Purchase Price earlier of (i.e., corresponding to a total delay of six (6I) months). The first such Registration Delay Payment shall be paid within three (3) Business Days the thirtieth day after the event or failure giving rise to such Registration Delay Payment occurred and all other the Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred has occurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. 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 one and one-half percent (1.5%) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby (as determined on the date of this Agreement) and required to be filed by the Company pursuant to Section 2(a) or (b) of this Agreement is: is (A) not filed with the Commission SEC on or before the Filing Deadline (a “"Filing Failure”), ") or (B) not declared effective by the Commission SEC on or before the earlier of (x) the Effectiveness Deadline or Additional Effectiveness Deadline, as (y) three (3) Business Days of receipt by the case may Company of a written or oral communication from the SEC that the Registration Statement will not be reviewed or that the SEC has no further comments (an “"Effectiveness Failure") or (C) the Company does not file a request for acceleration of effectiveness of such Registration Statement to a time and date not later than 48 hours after the submission of such request within two (2) Business Days after the Company learns that no review of a particular Registration Statement will be made by the staff of the SEC or that the staff has no further comments on a particular Registration Statement and the National Association of Securities Dealers, Inc. (the “NASD”)) shall have cleared such Registration Statement pursuant to the Rule 2710 of the NASD, or (ii) on any day during the Reporting Period and after the Effective Date and before the Termination Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable a Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(l)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “"Maintenance Failure”), ") then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the Purchase Amount of such holder’s Pro Rata Interest Investor's unregistered Registrable Securities (“Purchase Amount”), the Registrable Securities attributable to which are required to be included in the Aggregate Purchase Price such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter after a Filing Failure until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter after an Effectiveness Failure until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30or partial period) days) thereafter after a Maintenance Failure until such Maintenance Failure is cured; provided, however, the aggregate amount of Registration Delay Payments shall not exceed twelve percent (12%) of such Purchase Amount; provided, further, that amounts payable as Registration Delay Payments shall cease when the Investor no longer holds any Common Stock and Warrants or in the event the Investor’s Common Stock or Warrant Shares can be immediately sold by the Investor in reliance on Rule 144(k) without any volume restrictions and the Company has removed legends restricting resale from the Warrant Shares and the Common Stock. The payments to which a holder shall be entitled pursuant to this Section (c2(c) are referred to herein as “"Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured."

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) (A) the Additional Registration Statement is not filed with the SEC on or before the Additional Filing Deadline (a “Filing Failure”) or (B) 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 with the Commission on or before the Filing Deadline (a “Filing Failure”), or (B) is not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made for any reason (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(q)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register register, subject to the grace periods set forth in Section 3(q) a sufficient number of shares of Common StockStock to enable resale of 100% of the shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants without regard to limitations on conversion, redemption and exercise of such Notes and Warrants and assuming such conversion, redemption or exercise occurred on the date of the filing of the Registration Statement or a suspension or delisting of the Common Stock on its principal trading exchange or market) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Filing Failure until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after an Effectiveness Failure until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Maintenance Failure until such Maintenance Failure is cured; provided, however, that in no event shall the Company be liable for more than one percent (1%) of penalties during any thirty day period or for multiple events during any thirty day period. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “Registration Delay Payments”; provided, that no .” Registration Delay Payments shall be required following paid on the termination day of the Reporting Period; provided furtherFiling Failure, that in no event shall Effectiveness Failure and the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) initial day of a holder’s Pro Rata Interest in Maintenance Failure, as applicable, and thereafter on the Aggregate Purchase Price earlier of (i.e., corresponding to a total delay of six (6I) months). The first such Registration Delay Payment shall be paid within three (3) Business Days the thirtieth day after the event or failure giving rise to such Registration Delay Payment occurred and all other the Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred has occurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. 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 one percent (1.0%) per month (prorated for partial months) until paid in full. The parties agree that the Company will not be liable for Registration Delay Payments under this Section in respect of the Warrants.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the Filing Deadline (a “Filing FailureFILING FAILURE”), ) or (B) the Company has not declared effective by filed a Response with the Commission SEC on or before the Effectiveness an Efforts Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness FailureEFFORTS FAILURE”), ) or (ii) on any day during after such Registration Statement has been declared effective by the Reporting Period and after the Effective DateSEC, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(q)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stockordinary shares) (a “Maintenance FailureMAINTENANCE FAILURE”), then, in addition as relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying ordinary shares (which remedy shall be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities Investor relating to such Registration Statement Statement: on the earlier of the last day of each 30 day period after a Filing Failure, an Efforts Failure and the initial day of a Maintenance Failure, as the case may be, or on the third Business Day after any such Filing Failure, Efforts Failure or Maintenance Failure is cured, an amount in cash equal to one percent the product of (1.0%i) of such holder’s Pro Rata Interest in the Aggregate Purchase Price on each of the following dates: (x) the day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (y) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (z) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to as such term is defined in Securities Purchase Agreement) paid by such Investor multiplied by (ii) 0.01 per month (or a total delay prorated daily amount for a period of six (6) monthsless than a month). The first In the event the Company fails to make any payments pursuant to this Section 2(f) in a timely manner, such Registration Delay Payment payments shall bear interest at the rate of 1.0% per month, or such lower maximum amount as is permitted by law, (prorated for partial months) until paid in full. Notwithstanding the foregoing, if a Filing Failure, an Efforts Failure, or a Maintenance Failure, results from the Company not exerting its best efforts to avoid any such failure, then the remedy set forth above shall be paid within three (3) Business Days after non-exclusive of any other remedies available at law or in equity. Notwithstanding anything herein to the contrary, the provisions of this Section 3d., shall not apply in the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the last day that delays in registration of the calendar month during Registrable Securities are the result of an SEC requirement to reduce the number of Registrable Securities which such can be covered by a Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is curedStatement.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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 with the Commission on or before the Filing Deadline (a “Filing Failure”), or (B) is not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (ii) on any day during the Reporting Period and after the Effective Date, 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 (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities Preferred Shares relating to such Registration Statement an amount in cash per such Preferred Share held equal to one percent the product of (1.0%i) $10,000 multiplied by (ii) the sum of such holder’s Pro Rata Interest in (A) .015, if the Aggregate Purchase Price on each Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus (B) the product of (I) .0005 multiplied by (II) the following dates: sum of (x) the day number of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure days after the applicable Effectiveness Deadline that the Registration Statement is cured; not declared effective by the SEC, plus (y) the day number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Effectiveness Failure and Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (z) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is curedRegistration Statement. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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." Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. 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 1.5% per month (prorated for partial months) until paid in full. Notwithstanding the foregoing, the Company shall not be required to make any Registration Delay Payments for the period of time that the effectiveness of the Registration Statement is delayed, or that sales of Registrable Securities cannot be made after the Registration Statement is declared effective, as a result of the failure of the holder of Registrable Securities entitled to such payments to have provided the Company with any necessary information as set forth in Section 4(a).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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) is not filed with the Commission on or before within fifteen (15) Business Days of the Filing Deadline Deadline, (ii) such a “Filing Failure”), or (B) Registration Statement is not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (iiiii) on any day during the Reporting Period and after the Effective Date, 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 (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(p)) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”Shares), then, in addition 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 rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities Shares relating to such Registration Statement an amount in cash per such Preferred Share held equal to one percent the product of (1.0%i) $1,000 USD multiplied by (ii) the product of such holder’s Pro Rata Interest in (I) .0005 multiplied by (II) the Aggregate Purchase Price on each sum of the following dates: (x) the day number of a days after the Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure Deadline that the Registration Statement is cured; not filed, plus (y) the day number of an days after the Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure Deadline that the Registration Statement is cured; and not declared effective by the SEC, plus (z) the initial 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 a Maintenance Failure and at least all the Registrable Securities required to be included on every thirtieth such Registration Statement, provided that such number in clause (30thii) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is curedshall not exceed 0.20. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier earliest of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and incurred, (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% per annum (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (xi) on the thirtieth day (pro rated for periods totaling less than thirty days) after the initial day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yii) on the thirtieth day (pro rated for periods totaling less than thirty days) after the initial day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (ziii) on the thirtieth day (pro rated for periods totaling less than thirty days) after the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. 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 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the applicable Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the applicable Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent 1.5% of the aggregate Purchase Price (1.0%as defined in the Securities Purchase Agreement) of such holderInvestor’s Pro Rata Interest Notes relating to the Registrable Securities required to be included in the Aggregate Purchase Price such Registration Statement on each of the following dates: (xi) on every 30th day after the day of a Filing Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) 30 days) thereafter until such Filing Failure is cured; (yii) on every 30th day after the day of an Effectiveness Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) 30 days) thereafter until such Effectiveness Failure is cured; and (ziii) on every 30th day after the initial day of a Maintenance Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) 30 days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier of (I) the last 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 (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. 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 two percent per 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 payable to any Investor exceed, in the aggregate, 10% of the aggregate Purchase Price of such Investor’s Notes.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if eitherIf: (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: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(m)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”), ) then, as liquidated damages (and in addition complete satisfaction and to the exclusion of any claims or remedies inuring to any other rights holder of Registrable Securities) to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the holders may have under the Transaction Documents or under applicable lawunderlying shares of Common Stock, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement their pro rata portion (based on the amount of Registrable Securities held) an amount in cash equal to one percent (1.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of paid by the applicable Investor for the Registrable Securities included in such Registration Statement on each of the following dates: (xi) 20 days following the date of a Filing Failure; (ii) 20 days following the date of an Effectiveness Failure; (iii) 30 days following the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yv) on every thirtieth day after the day of an Effectiveness Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (zvi) on every thirtieth day after the initial day of a Maintenance Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder of Registrable Securities shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided.” Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate amount of Registration Delay Payments accruing under this Section (c) exceed exceed, in the aggregate, ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 by all other Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise Investors pursuant to the Registration Delay Payments is curedSecurities Purchase Agreement.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) after the Initial Effectiveness Deadline, 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 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: is (A) not filed with the Commission SEC on or before the applicable Additional Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional applicable Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (iiiii) on any day during the Reporting Period and after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(q)) pursuant to 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 such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, a failure to register a sufficient number of shares of Common StockStock or a failure to maintain the listing of the Common Stock on an Eligible Market) (a “Maintenance Failure”) or (iv) at any time during the period commencing from the six (6) month anniversary of the Conversion Date and ending at such time that all of the Registrable Securities, if a Registration Statement is not available for the resale of all of the Registrable Securities, may be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1), if the Company shall (x) fail for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current public information requirement under Rule 144(c) or (y) if the Company has ever been an issuer described in Rule 144(i)(1)(i) or becomes such an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (a “Public Information Failure”) then, as partial relief for the damages to the Holder by reason of any such delay in addition or reduction of its ability to sell the Shares (which remedy shall be the sole monetary remedy but shall not be exclusive of any other rights remedies available at law or in equity, including, without limitation, specific performance or the holders may have under additional obligation of the Transaction Documents or under applicable lawCompany to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement the Holder an amount in cash equal to one two percent (1.02.0%) of such holder’s Pro Rata Interest the product of (x) the weighted average price of the Common Stock on the applicable Registration Delay Payment Date and (y) the number of Shares issued or issuable as of the applicable Registration Delay Payment Date without giving effect to any limitation set forth in the Aggregate Purchase Price Credit Agreement, on each of the following dates: dates (xeach such date, a “Registration Delay Payment Date”): (i) on the day three-month anniversary after the date of a Filing Registration Failure and on every thirtieth (30th) day three-month anniversary thereafter (prorated for periods totaling less than thirty three months) until such Registration Failure is cured, (30ii) dayson the three-month anniversary after the date of a Filing Failure and every three-month anniversary thereafter (prorated for periods totaling less than three months) thereafter until such Filing Failure is cured; (yiii) on the day three-month anniversary after the date of an Effectiveness Failure and on every thirtieth (30th) day three-month anniversary thereafter (prorated for periods totaling less than thirty (30three months) days) thereafter until such Effectiveness Failure is cured; and (ziv) on the three-month anniversary after the initial day date of a Maintenance Failure and on every thirtieth (30th) day three-month anniversary thereafter (prorated for periods totaling less than thirty (30three months) days) thereafter until such Maintenance Failure is cured and (v) on the three-month anniversary after the date of a Public Information Failure and every three-month anniversary thereafter (prorated for periods totaling less than three months) until such Public Information Failure is cured. The payments to which a holder the Holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 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. Without limiting the remedies available to the Holder, the Company acknowledges that any failure by the Company to comply with its obligations under this Section 2 will result in material irreparable injury to the Holder for which there is no adequate remedy at law, that it would not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Holder may obtain such relief as may be required to specifically enforce the Company’s obligations under this Section 2.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made for any reason (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common StockStock or a suspension or delisting of the Common Stock on its principal trading exchange or market) (a “Maintenance Failure”), ) then, in addition as relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.01.5%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Filing Failure until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after an Effectiveness Failure until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no .” Registration Delay Payments shall be required following paid on the termination day of the Reporting Period; provided furtherFiling Failure, that in no event shall Effectiveness Failure and the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) initial day of a holder’s Pro Rata Interest in Maintenance Failure, as applicable, and thereafter on the Aggregate Purchase Price earlier of (i.e., corresponding to a total delay of six (6I) months). The first such Registration Delay Payment shall be paid within three (3) Business Days the thirtieth day after the event or failure giving rise to such Registration Delay Payment occurred and all other the Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred has occurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. 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 one and one-half percent (1.5%) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is not (A) not filed with the Commission SEC on or before the applicable Filing Deadline (a “Filing Failure”), or (B) not declared effective by the Commission SEC on or before the applicable Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (ii) on any day during the Reporting Period and after the Effective DateRegistration 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 (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (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 such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or Statement, to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash per Registrable Security held by such Holder equal to one percent the product of (1.0%i) the number of Common Shares held by such holder’s Pro Rata Interest in Holder, multiplied by (ii) the Aggregate Purchase Price on each greater of $1.00 (subject to adjustment for stock splits, stock dividends, stock combinations and other similar transactions after the date of this Agreement) and the closing sale price of the following dates: Common Stock (as reported by Bloomberg Financial Markets) on the applicable date on which the Company incurred the payment obligation provided in this Section 2(e), multiplied by (iii) 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) .00067 multiplied by (II) the sum of (x) the day number of a days after the Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until Deadline that such Filing Failure Registration Statement is cured; not filed with the SEC, plus (y) the day number of an days after the Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure Deadline that the Registration Statement is cured; and not declared effective by the SEC, plus (z) the initial day number of a Maintenance Failure and days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available for the sale of at least all the Registrable Securities required to be included on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is curedRegistration Statement. The payments to which a holder shall be entitled pursuant to this Section (c2(e) are referred to herein as “"Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day business day after the event or failure giving rise to the Registration Delay Delayed Payments is cured. 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 2.0% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (ba) above, if either: 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: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “"Filing Failure”), ") or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “"Effectiveness Failure”), ") or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the shares of Common Stock) (a “"Maintenance Failure”), ") then, in addition as liquidated damages and not as a penalty to any other rights holder by reason of any such delay in or reduction of its ability to sell the holders may have under underlying shares of Common Stock (which remedy shall be the Transaction Documents or under applicable lawexclusive economic remedy available with respect to Filing Failures, Effectiveness Failures and Maintenance Failures), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor's Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. If all of the Cutback Shares, if any, have not been registered on a Registration Statement which has been declared effective by the SEC on or before the six (6) month anniversary of the Closing Date (a "Cutback Failure") then, as liquidated damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell any Cutback Shares (which remedy shall be the exclusive economic remedy available with respect to Cutback Failures), the Company shall pay to each holder of Cutback Shares relating to such Registration Statement an amount equal to one half of a percent (0.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Cutback Shares included in such Registration Statement on the day of a Cutback Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Cutback Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “"Registration Delay Payments”; provided, that no ." Registration Delay Payments shall be required following paid on the termination day of the Reporting Period; provided furtherFiling Failure, that in no event shall Effectiveness Failure, Cutback Failure or the aggregate Registration Delay Payments accruing under this Section initial day of Maintenance Failure, as applicable, and thereafter on the earlier of (cI) exceed ten percent (10%) of a holder’s Pro Rata Interest in on the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days thirtieth day after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. The date such Registration Delay Payments are due shall be referred to herein as a "Registration Delay Payments Payment 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 one and one-half percent (1.5%) per 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, 24% of the aggregate Purchase Price. (b) Registration Delay Payments shall be payable on each Registration Delay Payments Payment Date, to each holder of Registrable Securities relating to such Registration Statement, in shares of Common Stock ("Registration Delay Payments Shares") so long as there is no Equity Conditions Failure; provided however, that the Company, at its option following notice to the holder of Registrable Securities, may pay Registration Delay Payments on any Registration Delay Payments Payment Date in cash ("Cash Registration Delay Payments") or in a combination of Cash Registration Delay Payments and Registration Delay Payments Shares. The Company shall deliver a written notice (each, an "Registration Delay Payments Election Notice") to each holder of Registrable Securities relating to such Registration Statement on or prior to the Registration Delay Payments Payment Date (the date such notice is delivered to all of the holders, the "Registration Delay Payments Notice Date") which notice (i) either (A) confirms that Registration Delay Payments to be paid on such Registration Delay Payments Payment Date shall be paid entirely in Registration Delay Payments Shares or (B) elects to pay Registration Delay Payments as Cash Registration Delay Payments or a combination of Cash Registration Delay Payments and Registration Delay Payments Shares and specifies the amount of Registration Delay Payments that shall be paid as Cash Registration Delay Payments and the amount of Registration Delay Payments, if any, that shall be paid in Registration Delay Payments Shares and (ii) certifies that there is no Equity Conditions Failure. If the Equity Conditions are not satisfied as of the Registration Delay Payments Notice Date, then unless the Company has elected to pay such Registration Delay Payments as Cash Registration Delay Payments, the Registration Delay Payments Election Notice shall indicate that unless the holder waives the Equity Conditions, the Registration Delay Payment shall be paid as Cash Registration Delay Payments. If the Equity Conditions were satisfied as of the Registration Delay Payments Notice Date but the Equity Conditions are no longer satisfied at any time prior to the Registration Delay Payments Payment Date, the Company shall provide the holder a subsequent notice to that effect indicating that unless the holder waives the Equity Conditions, the Registration Delay Payments shall be paid as Cash Registration Delay Payments. Registration Delay Payments to be paid on an Registration Delay Payments Payment Date in Registration Delay Payments Shares shall be paid in a number of fully paid and nonassessable shares (rounded to the nearest whole share in accordance) of Common Stock equal to the quotient of (1) the amount of Registration Delay Payments payable on such Registration Delay Payments Payment Date less any Cash Registration Delay Payments paid and (2) the Registration Delay Payments Conversion Price in effect on the applicable Registration Delay Payments Payment Date. Notwithstanding the foregoing, if the Company elects to pay any Registration Delay Payments in Registration Delay Payment Shares and the Stockholder Approval (as defined in the Securities Purchase Agreement) has not been obtained by the applicable Registration Delay Payments Payment Date, the Company may not pay such Registration Delay Payments in Registration Delay Payments Shares but instead shall issue to each holder of Registrable Securities relating to such Registration Statement a convertible note with an original principal amount equal to the amount of such Registration Delay Payments in the form attached hereto as Exhibit A to the Securities Purchase Agreement; provided however that the conversion price of such convertible note shall be equal to the applicable Registration Delay Payments Conversion Price.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “"Filing Failure”), ") or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “"Effectiveness Failure”), ") or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares Shares of Common Stock) (a “"Maintenance Failure”), ") then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying Shares of Common Stock (which remedy shall be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one three percent (1.03.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor's Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Filing Failure until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after an Effectiveness Failure until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “"Registration Delay Payments”; provided." Notwithstanding the foregoing, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate of all Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months)$650,000. The first such Registration Delay Payment Payments shall be paid within three on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (3I) Business Days the thirtieth day after the event or failure giving rise to such Registration Delay Payment occurred and all other the Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred has occurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. 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 one and one-half percent (1.5%) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the Filing Deadline (a “Filing Failure”), "FILING FAILURE") or (B) not not, subject to the reductions provided for by Section 2(d), declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), "EFFECTIVENESS FAILURE") or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement or Demand Registration Statement, as applicable, cannot be made (other than (A) during an Allowable Grace Period (as defined belowin Section 3(r)) or (B) if during any period in which the Company is diligently attempting diligently pursuing the effectiveness of such amendment to such Registration Statement is on Form S-1, or Demand Registration Statement and for a period two Business Days after the resolution of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Ksuch comments) pursuant to such Registration Statement or Demand Registration Statement (including, without limitation, because of a failure to keep such Registration Statement, subject to the reductions provided for by Section 2(d), or Demand Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Demand Registration Statement, as applicable, to register a sufficient number of shares of Common Stock or to maintain the listing of such shares of Common Stock) (a “Maintenance Failure”), "MAINTENANCE FAILURE") then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Statement, or Demand Registration Statement, as applicable, an amount in cash cash, equal to one percent (1.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor's Registrable Securities included (or required to be included) in such Registration Statement (or, in the case of a Maintenance Failure, Demand Registration Statement, as applicable) on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such after any Filing Failure is curedFailure; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such after any Effectiveness Failure is curedFailure; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter after any Maintenance Failure is cured and an amount in cash equal to two percent (2.0%) of the aggregate Purchase Price of such Investor's Registrable Securities included (or required to be included) in such Registration Statement (or, in the case of a Maintenance Failure, Demand Registration Statement, as applicable) on each of the following dates: (i) on every thirtieth day (prorated for periods totaling less than thirty (30) days) starting with the sixtieth day after the Filing Deadline until such Filing Failure is cured; (ii) on every thirtieth day (prorated for periods totaling less than thirty (30) days) starting with the sixtieth day after the Effectiveness Deadline until such Effectiveness Failure is cured; and (iii) on every thirtieth day (prorated for periods totaling less than thirty (30) days) after the occurrence of a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(i) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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." Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. 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 one and one-half percent (1.5%) per 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 in respect of the Warrants or the Warrant Shares, (ii) in no event shall the aggregate amount of Registration Delay Payments payable to any Investor (other than Registration Delay Payments payable pursuant to events that are within the control of the Company or MLI) exceed, in the aggregate, 10% of the aggregate Purchase Price of such Investor's Shares, and (iii) in no case shall Registration Delay Payments be payable from and after the date the Conversion Shares are eligible for sale pursuant to Rule 144(k) under the 1933 Act.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), or (B) not declared effective by the Commission SEC on or before 30 days after the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (ii) on any day during after such Registration Statement has been declared effective by the Reporting Period and after the Effective Date, SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (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 such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the Registrable Securities (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of such holder’s Pro Rata Interest in the Aggregate Purchase Price on each 3% of the following dates: number of Registrable Securities held by such Purchaser as of the Filing Deadline, the 30th day after the Effectiveness Deadline or the date referred to in clause (xii) above, as the day of a Filing Failure case may be. Such payments shall be due within 5 days after the relevant date and on the earlier to occur of (i) every thirtieth (30th) day 30 days thereafter (prorated for periods totaling of less than thirty (30) 30 days) thereafter until such Filing Failure is cured; and (yii)(a) the date that the Registration Statement is declared effective, in the case of the failure to file by the Filing Deadline or to have the Registration Statement declared effective by the 30th day of an after the Effectiveness Failure and on every thirtieth Deadline, or (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (zb) the initial day date that sales of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments all the Registrable Securities required to which a holder shall be entitled pursuant to this Section (c) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest included in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is curedStatement may lawfully resume.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities or Secondary Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities or Secondary Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.01%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor’s Securities on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yii) on the thirtieth day of after an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. 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 1.0% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), "FILING FAILURE") or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), "EFFECTIVENESS FAILURE") or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common StockShares) (a “Maintenance Failure”), "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 dealys resulting from the actions or inactions of the Legal Counsel, in addition connection as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying Shares (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.01.5%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Buyer's Registrable Securities included in such Registration Statement on each of the following dates: (xi) on the thirtieth day (pro rated for periods totaling less than thirty days) after the initial day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yii) on the thirtieth day (pro rated for periods totaling less than thirty days) after the initial day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (ziii) on the thirtieth day (pro rated for periods totaling less than thirty days) after the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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." Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. 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 one percent (1.0%) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) aboveSection 4.4, if either: (i) a Registration Statement covering all of the Registrable Securities Shares required to be covered thereby and required to be filed by the Company pursuant to this Agreement following a given Closing is: (A) not filed with the Commission on or before the a Filing Deadline Date (a “Filing Failure”), ) or (B) not declared effective by the Commission on or before the an Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Dateeffectiveness, sales of all of the Registrable Securities Shares required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (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 such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), then, in addition satisfaction of the damages to any other rights holder of Registrable Shares by reason of any such delay in or reduction of its ability to sell the holders may have under the Transaction Documents or under applicable lawunderlying shares of Common Stock, the Company shall pay to each holder Purchaser of Registrable Securities Shares relating to such Registration Statement an amount in cash equal to one percent (1.0%) % of such holderPurchaser’s Pro Rata Interest in aggregate purchase price then paid through each applicable closing relating to the Aggregate Purchase Price applicable Registrable Shares on each of the following dates: (x) the day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) 30 days) thereafter until such Filing Failure is cured; , (y) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) 30 days) thereafter until such Effectiveness Failure is cured; , and (z) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) 30 days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c) 4.3 are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) 4.3 exceed ten percent (10%) % of a holderPurchaser’s Pro Rata Interest in aggregate purchase price then paid at a given Closing relating to the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months)applicable Registrable Shares. The first such Registration Delay Payment shall be paid within three (3) Business Days 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day business day after the event or failure giving rise to the Registration Delay Payments is cured.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: (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: If (A) the Initial Registration Statement is not filed with the Commission SEC on or before the Initial Filing Deadline (a “Filing Failure”)Deadline, or (B) the Initial Registration Statement is not declared effective by the Commission SEC on or before the Initial Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (iiC) on any day during the Reporting Period and after the Effective Date, Initial Registration Statement has been declared effective by the SEC sales of all of the Initial Registrable Securities required to be included on such the Initial Registration Statement cannot be made (other than during a Current Report Update Grace Period (Aas defined in Section 3(b)) during or a Post-Effectiveness Grace Period (as defined in Section 3(t)) that is an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(t)) pursuant to such the Initial Registration Statement (including, without limitation, including because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”Initial Registrable Securities), thenthen in each case, in addition as partial relief for the damages to any holder of the Initial Registrable Securities by reason of any such delay in or reduction of its ability to sell the Initial Registrable Securities (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each such holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent the product of (1.0%X) the product of (I) the total number of Initial Registrable Securities held by such holder’s Pro Rata Interest in , multiplied by (II) the Aggregate Purchase arithmetic average of the Weighted Average Price of the Common Shares on each of the following dates: five (x5) consecutive Trading Days immediately preceding the Initial Closing Date (subject to appropriate adjustment for any share dividend, share split, share combination or other similar transaction occurring during such period), multiplied by (Y) the product of 0.000333 multiplied by, as the case may be, (I) in the event of an occurrence described in clause (A) of this paragraph 2(e)(i), the number of days after the applicable Filing Deadline that the Initial Registration Statement is not filed with the SEC, or (II) in the event of an occurrence described in clause (B) of this paragraph 2(e)(i), the number of days after the Initial Effectiveness Deadline that the Initial Registration Statement is not initially declared effective by the SEC (without duplication of days accounted for in the immediately preceding clause (I)), or (III) in the event of an occurrence described in clause (C) of this paragraph 2(e)(i), the number of days after the Initial Registration Statement has been declared effective by the SEC that the Initial Registration Statement is not available (other than during a Current Report Update Grace Period or a Post-Effectiveness Grace Period that is an Allowable Grace Period) for the sale of at least all the Initial Registrable Securities required to be included and maintained on the Registration Statement; provided, however, that the Company shall not be obligated to pay any amounts to such holder pursuant to this paragraph 2(e)(i) in respect of any days after the first date on which such holder may sell all of the Initial Registrable Securities held by such holder without restriction pursuant to Rule 144(k) (or successor thereto) promulgated under the 1933 Act. (ii) If (A) an Additional Registration Statement covering any Additional Registrable Securities and required to be filed by the Company pursuant to Section 2(a)(ii) of this Agreement is not filed with the SEC on or before the applicable Additional Filing Deadline, (B) an Additional Registration Statement covering any Additional Registrable Securities and required to be filed by the Company pursuant to Section 2(a)(ii) is not declared effective by the SEC on or before the applicable Additional Effectiveness Deadline or (C) on any day after such Additional Registration Statement has been declared effective by the SEC sales of all the Additional Registrable Securities required to be included on such Registration Statement cannot be made (other than during a Current Report Update Grace Period or a Post-Effectiveness Grace Period that is an Allowable Grace Period) pursuant to such Registration Statement (including because of a Filing Failure and on every thirtieth 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 Additional Registrable Securities), then in each case, as partial relief for the damages to any holder of such Additional Registrable Securities by reason of any such delay in or reduction of its ability to sell such Additional Registrable Securities (30thwhich 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 (calculated separately for Additional Registrable Securities with respect to each Delivery Date) day of (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yX) the day product of (I) the total number of such Additional Registrable Securities held by such holder, multiplied by (11) the arithmetic average of the Weighted Average Price of the Common Shares on each of the five (5) consecutive Trading Days immediately preceding the Delivery Date on which such Additional Registrable Securities were issuable (subject to appropriate adjustment for any share dividend, share split, share combination or other similar transaction occurring during such period), multiplied by (Y) the product of 0.000333 multiplied by, as the case may be, (I) in the event of an occurrence described in clause (A) of this paragraph 2(e)(ii), the number of days after the applicable Additional Filing Deadline that such Additional Registration Statement is not filed with the SEC, or (II) in the event of an occurrence described in clause (B) of this paragraph 2(e)(ii), the number of days after the Additional Effectiveness Failure Deadline that such Additional Registration Statement is not initially declared effective by the SEC (without duplication of days accounted for in the immediately preceding clause (I)), or (III) in the event of an occurrence described in clause (C) of this paragraph 2(e)(ii), the number of days after such Additional Registration Statement has been declared effective by the SEC that such Additional Registration Statement is not available (other than during a Current Report Update Grace Period or a Post-Effectiveness Grace Period that is an Allowable Grace Period) for the sale of at least all the Additional Registrable Securities required to be included and maintained on every thirtieth the Additional Registration Statement; provided, however, that the Company shall not be obligated to pay any amounts to such holder pursuant to this paragraph 2(e)(ii) in respect of any days after the first date on which such holder may sell all of such Additional Registrable Securities held by such holder without restriction pursuant to Rule 144(k) (30thor successor thereto) day promulgated under the 1933 Act. (prorated for periods totaling less than thirty (30iii) days) thereafter until such Effectiveness Failure is cured; and (z) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (cSections 2(e)(i) and 2(e)(ii) are referred to herein as “Registration Delay Payments”; provided, that no .” Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 made on the earlier of (IA) the last day of the calendar month during which such Registration Delay Payments are incurred and (IIB) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. (iv) In the event that a Registration Statement covering any Registrable Securities and required to be filed by the Company pursuant to Section 2(a)(i) or 2(a)(ii) of this Agreement is not declared effective by the SEC on or before the applicable Effectiveness Deadline, then, in addition to the applicable Registration Delay Payments and as additional partial relief for the damages to any holder of such Registrable Securities by reason of any such delay in its ability to sell such Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall, no later than the third Business Day after the applicable Registration Statement is declared effective by the SEC, pay such holder an amount in cash equal to the amount (if greater than $0) equal to the product of (A) the total number of such Registrable Securities held by such holder, multiplied by (B) the result of (I) the arithmetic average of the Weighted Average Price of the Common Shares on each of the five (5) consecutive Trading Days immediately preceding the applicable Effectiveness Deadline (subject to appropriate adjustment for any share dividend, share split, share combination or other similar transaction occurring during such period), minus (II) the arithmetic average of the Weighted Average Price of the Common Shares on each of the five (5) consecutive Trading Days immediately preceding the date on which such Registration Statement is declared effective by the SEC. The payments to which a holder shall be entitled pursuant to this Section 2(e)(iii) are referred to herein as “Additional Registration Delay Payments.” (v) In the event the Company fails to make Registration Delay Payments or Additional Registration Delay Payments in a timely manner, such Registration Delay Payments or Additional Registration Delay Payments, as the case may be, shall bear interest, in each case until paid in full, at a rate equal to the lesser of (A) 1.5% per month (equivalent to a per annum rate of 18.0%), prorated for partial months, and (B) the highest lawful interest rate.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares Shares of Common Stock) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying Shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and a half percent (1.01.5%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Filing Failure until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after an Effectiveness Failure until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured.as

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all the Registrable Securities is not filed with the Commission on or before the Filing Deadline or is not declared effective by the Commission on or before the Effectiveness Deadline, (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 thereby, as described in Section 2(e) of this Agreement is: (A) Agreement, is not filed with the Commission on or before the Filing Deadline (a “Filing Failure”), deadline described in Section 2(e) of this Agreement or (B) is not declared effective by the Commission on or before the Effectiveness Deadline or Additional Effectiveness Deadlinedeadline described in Section 2(e) of this Agreement, as the case may be (an “Effectiveness Failure”), or (iiiii) on any day during after such Registration Statement has been declared effective by the Reporting Period and after the Effective DateCommission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined belowin Section 3(n) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kthis Agreement)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock), or (iv) a Grace Period 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 “Maintenance FailureRegistration Delay”), then, as partial relief for the damages to the Investors by reason of any such delay in addition or reduction of its ability to sell the Registrable Securities (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay (1) to each holder of Registrable Securities relating to such Registration Statement the Series B Preferred or Conversion Shares an amount in cash equal to one percent the product of (1.0%) of such holder’s Pro Rata Interest in the Aggregate Purchase Price on each of the following dates: (x) the day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (y) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (zi) the initial day of a Maintenance Failure and on every thirtieth amount paid for such Series B Preferred or the related Conversion Shares multiplied by (30thii) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier product of (I) the last day of percentage determined by dividing (A) the calendar month during which such Registration Delay Payments are incurred and Applicable Percentage (as defined below) by (B) 30, multiplied by (II) the third sum of (3rdx) Business Day the number of days (including any partial days) after the event Filing Deadline or failure giving rise to the deadline described in Section 2(e) of this Agreement, as applicable, that the Registration Delay Payments Statement is cured.not filed with the Commission, plus (y) the number of days (including

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “"Filing Failure”), ") or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “"Effectiveness Failure”), ") or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “"Maintenance Failure”), ") then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor's Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (xi) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yv) on every thirtieth day after the day of an Effectiveness Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (zvi) on every thirtieth day after the initial day of a Maintenance Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “"Registration Delay Payments”"; provided, however, that no in the event of an Effectiveness Failure with respect to the Initial Registration Statement, the Registration Delay Payments shall will be required following calculated from the termination of the Reporting Period; provided further, date that in no event shall the aggregate Registration Delay Payments accruing under this Section is ninety (c90) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days days after the event or failure giving rise Closing Date such that the first payment due upon the occurrence of such Effectiveness Failure shall include payments pursuant to such Registration Delay Payment occurred both clause (ii) and all other (iv) above. Registration Delay Payments shall be paid on the 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. 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 one percent (1.0%) per month (prorated for partial months) until paid in full. Notwithstanding the foregoing, the Company shall no longer be obligated to pay Registration Delay Payments after the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is not (A) not filed with the Commission SEC on or before the Filing Fling Deadline (a “Filing Failure”), or (B) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (ii) on any day during the Reporting Period and after the Effective Date, 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 (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(t))) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Replacement Warrants an amount in cash equal to one percent the product of (1.0%i) the aggregate number of Registrable Securities held by such holder, multiplied by (ii) $5.00 (subject to adjustment for stock splits, stock dividends, stock combinations and other similar transaction after the date of this Agreement), multiplied by (iii) the sum of (A) 0.02, if the Registration Statement is not filed by the Filing Deadline, plus (B) 0.02, if the Registration Statement is not declared effective by the Effectiveness Deadline, plus, (C) the product of (I) 0.000667 multiplied by (II) the sum (without duplication) of such holder’s Pro Rata Interest in the Aggregate Purchase Price on each of the following dates: (x) the day number of a days after the Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until Deadline that such Filing Failure Registration Statement is cured; not filed with the SEC, plus (y) the day number of an days after the applicable Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure Deadline that the Registration Statement is cured; and not declared effective by the SEC, plus (z) the initial day number of a Maintenance Failure and days 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 every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is curedRegistration Statement pursuant to Section 2(e). The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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." Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. 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 the lesser of 2.0% per 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. Subject to paragraph If (b) above, 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 (Ai) not filed with the Commission SEC on or before the Filing Deadline (a “Filing Failure”), ) or (Bii) filed with the SEC but not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (iib) on any day during the Reporting Period and after the Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 6(r)) pursuant to such Registration Statement (including, without limitation, including because of a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement Statement, a suspension or delisting of the Common Stock on the Principal Market or a failure to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), then, in addition as partial relief for the damages 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 Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay become liable for payment to each holder of Registrable Securities relating to such Registration Statement of an amount in cash equal to one two percent (1.02%) of the aggregate value of such holder’s Pro Rata Interest Registrable Securities required to be included in such Registration Statement (excluding, for days prior to the Aggregate Purchase Price Conversion Commencement Date only, the value of any Conversion Shares included in such Registrable Securities) (such value being determined by multiplying the number of such securities by the greater of (A) the then-current market price of such securities and (B) $0.70) on each of the following dates: (x) the initial day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is curedcured or until the date two (2) years after the First Restated Closing Date; (y) the initial day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is curedcured or until the date two (2) years after the First Restated Closing Date; and (z) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c) 5 are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. 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 one and one-half percent (1.5%) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (ii) on any day during after such Registration Statement has been declared effective by the Reporting Period and after the Effective Date, SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the Registrable Securities (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities Investor relating to such Registration Statement an amount in cash equal to one percent the product of (1.0%i) of such holder’s Pro Rata Interest in the Aggregate Purchase Price on each for the Registrable Securities included in such Registration Statement multiplied by (ii) the sum of (A) 0.15, if such Registration Statement is not filed by the following dates: applicable Filing Deadline, plus (B) 0.15, if such Registration Statement is not declared effective by 30 days after the applicable Effectiveness Deadline, plus (C) the product of (I) 0.00493 multiplied by (II) the sum of (x) the day number of a days after the applicable Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure Deadline that the Registration Statement is cured; not filed with the SEC, plus (y) the number of days after the 30th day of an after applicable Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure Deadline that the Registration Statement is cured; and not declared effective by the SEC, plus (z) the initial day number of a Maintenance Failure and days, in 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 all the Registrable Securities required to be included on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is curedRegistration Statement. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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." Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. 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 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: i. 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 2(a) or Section 2(b) of this Agreement is: is not (A) not filed with the Commission SEC on or before the applicable Filing Deadline (a “Filing Failure”), or (B) not declared effective by the Commission SEC on or before the applicable Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (ii) on any day during after a Registration Statement has been declared effective by the Reporting Period and after the Effective DateSEC, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(q))) pursuant to such Registration Statement (including, without limitation, 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 a sufficient number of shares of Common Stock) (a “Maintenance Failure”, as determined in accordance with Section 2(e)), then, in addition as liquidated damages to any other rights holder of Note or Warrant by reason of any such delay in or reduction of its ability to sell the holders may have under the Transaction Documents or under applicable lawunderlying shares of Common Stock, the Company shall pay to each such holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent the product of (1.0%i) the sum of (A) the principal amount of the Note held by such holder and (B) the total Aggregate Exercise Price (as defined in the Warrant) of all Warrant held by such holder’s Pro Rata Interest in , multiplied by (ii) the Aggregate Purchase Price on each sum of (A) 0.01, if such Registration Statement is not filed by the following dates: applicable Filing Deadline, plus (B) 0.01, if such Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus (C) the product of (I) 0.000333 multiplied by (II) the sum (without duplication) of (x) the day number of a days after the applicable Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until Deadline that such Filing Failure Registration Statement is cured; not filed with the SEC, plus (y) the day number of an days after the applicable Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until Deadline that such Effectiveness Failure Registration Statement is cured; and not declared effective by the SEC, plus (z) the initial day number of a Maintenance Failure and 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 all the Registrable Securities required to be included on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is curedRegistration Statement pursuant to Section 2(e); provided, however, that in no event shall such liquidated damages exceed an aggregate of $150,000. ii. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier of (I) the last day fifth Business Day of the calendar month following the month during which such the Registration Delay Payments Payment are incurred and (II) the third (3rd) fifth Business Day after the event or failure giving rise to the Registration Delay Payments is cured. 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 the lesser of 18.0% per annum (prorated monthly and for partial months) or the highest lawful interest rate, in each case, until paid in full. Such payments shall constitute an Investor’s exclusive monetary remedy for such events.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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 2(a) or Section 2(e) of this Agreement is: is not (A) not filed with the Commission SEC on or before the applicable Filing Deadline (a “Filing Failure”), or (B) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional applicable Effectiveness Deadline, as (ii) the case may be Company fails to timely perform its obligations set forth in clauses (an “Effectiveness Failure”), a) through (g) of Section 3 of this Agreement or (iiiii) on any day during after a Registration Statement has been declared effective by the Reporting Period and after the Effective Date, SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (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 such Registration Statement (including, without limitation, 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 a sufficient number of shares of Common Stock, as determined in accordance with Section 2(e) (a any such failure or breach being referred to as an “Maintenance FailureEvent”), and the date on which such Event occurs being referred to as the “Event Date”) then, in addition to any other rights the holders of Notes may have under the Transaction Documents hereunder or under applicable law, on each monthly anniversary of each such Event Date beginning with the first monthly anniversary of the applicable Event Date (if the applicable Event shall not have been cured by such date and if it has been cured, a pro rata amount of the amount that would otherwise be payable pursuant to this section 2(f) for the period from the Event Date or the last monthly anniversary of such Event Date to the date such Event Date has been cured) until the applicable Event is cured (each a “Liquidated Damages Payment Date”), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Notes an amount in cash cash, as partial liquidated damages and not as a penalty, with respect to each Liquidated Damages Payment Date, equal to one percent the product of (i) 1.0%) of such holder’s Pro Rata Interest in % multiplied by the Aggregate Purchase Price on each principal amount of the following dates: Notes held by such holder multiplied by (xii) a fraction, the day numerator of a Filing Failure which shall be the number of total calendar days which have passed since the immediately preceding Liquidated Damages Payment Date and on every thirtieth (30th) day (prorated for periods totaling less than the denominator of which shall be thirty (30) calendar days) thereafter until such Filing Failure is cured; (y) . If the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (z) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments Company fails to which a holder shall be entitled pay any partial liquidated damages pursuant to this Section 2(f) in full in a timely manner, such payments shall bear interest at the rate of 1.0% per month (cprorated for partial months) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that until paid in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is curedfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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) applicable Required Registration Amount is not filed with the Commission on or before the Initial Filing Deadline (a “Filing Failure”), or (Bii) not declared the Company fails to use reasonable best efforts to make the Registration Statement effective by the Commission on or before the Initial Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (iiiii) on any day during the Reporting Period and after the applicable Effective Date, 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 (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(h)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by a stock exchange, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock, in each case, where failure is the fault of the Company) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance), then, in addition to any other rights the holders may have under the Transaction Documents or under applicable law, (A) the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Investor an amount in cash equal to one two percent (1.02.0%) of the aggregate purchase price paid by such holder’s Pro Rata Interest in Investor pursuant to the Aggregate Securities Purchase Price Agreement on each of the following dates: (xi) the day of the Filing Failure, (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on the fifteenth day after the date of a Filing Failure and on every thirtieth fifteen days thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) fifteen days) thereafter until such Filing Failure is cured; (yv) on the thirtieth day after the date of an Effectiveness Failure and on every thirtieth day thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (zvi) on the initial thirtieth day after the date of a Maintenance Failure and on every thirtieth day thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(e) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 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. 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 one and one-half percent (1.5%) per 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. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “"Filing Failure”), ") or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “"Effectiveness Failure”), ") or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares Common Shares or to maintain the listing of the Common StockShares) (a “"Maintenance Failure”), ") then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one (A) two percent (1.02.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor's Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (xi) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on the thirtieth day after the day of a Filing Failure (pro rated for periods totaling less than thirty days); (v) on the thirtieth day after the day of an Effectiveness Failure (pro rated for periods totaling less than thirty days); and (vi) on the thirtieth day after the initial day of a Maintenance Failure (pro rated for periods totaling less than thirty days) and (B) one percent (1.0%) of the aggregate Purchase Price of the Investor's Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) on every thirtieth day following the thirty-first day following such Filing Failure (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth day following the thirty-first day following such Effectiveness Failure (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth day following the thirty-first day following such Maintenance Failure (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “"Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 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. 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 one percent (1.0%) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “"Filing Failure”), ") or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “"Effectiveness Failure”), ") or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (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 such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “"Maintenance Failure”), ") then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor's Registrable Securities included in such Registration Statement on each of the following dates: (xi) on every thirtieth day after the day of a Filing Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yii) on every thirtieth day after the day of an Effectiveness Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (ziii) on every thirtieth day after the initial day of a Maintenance Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “"Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 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. Notwithstanding anything else set forth herein, the total aggregate Registration Delay Payments shall not exceed twelve percent (12%) of the aggregate Purchase Price of such Investor’s Registrable Securities relating to such Registration Statement. 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 one percent (1.0%) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying Shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to (A) one and one percent (1.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement or the securities purchase agreement relating to the Amphora Financing, as applicable) of the Registrable Securities on each of the following dates: (xi) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; and (iii) the initial day of a Maintenance Failure, and (B) two percent (2.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement or the securities purchase agreement relating to the Amphora Financing, as applicable) of such Investor’s Registrable Securities on each of the following dates: (i) on every thirtieth day after the day of a Filing Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yii) on every thirtieth day after the day of an Effectiveness Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (ziii) on every thirtieth day after the initial day of a Maintenance Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. 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 2.0% per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, D&O Investors shall not be entitled to receive any Registration Delay Payments.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during after such Registration Statement has been declared effective by the Reporting Period and after the Effective Date, SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.01.0 %) of such holder’s Pro Rata Interest the aggregate Principal (as defined in the Aggregate Purchase Price Notes) of such Investor’s Notes convertible into Conversion Shares included in such Registration Statement (to the extent that such Conversion Shares have not been sold) on (i) each of the day of a Filing Failure, the day of an Effectiveness Failure and the initial day of a Maintenance Failure and (ii) each of the following dates: (x) on every 30th day after the day of a Filing Failure and on every thirtieth (30th) day thereafter (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (y) on every 30th day after the day of an Effectiveness Failure and on every thirtieth (30th) day thereafter (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (z) on every 30th day after the initial day of a Maintenance Failure and on every thirtieth (30th) day thereafter (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments ” and shall be required following the cease to accrue upon termination of the Reporting Registration Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make any Registration Delay Payments pursuant to this Section 2(f) in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% per month, or such lower maximum amount as is permitted by law, (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) aboveSection 4.4, if either: (ia) a Registration Statement covering all of the Registrable Securities Shares required to be covered thereby and required to be filed by the Company pursuant to this Agreement following a given Closing is: (Ai) not filed with the Commission on or before the a Filing Deadline Date (a “Filing Failure”), or (Bii) not declared effective by the Commission on or before the an Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (iib) on any day during the Reporting Period and after the Effective Dateeffectiveness, sales of all of the Registrable Securities Shares required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-KPeriod) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), then, in addition satisfaction of the damages to any other rights holder of Registrable Shares by reason of any such delay in or reduction of its ability to sell the holders may have under the Transaction Documents or under applicable lawunderlying shares of Common Stock, the Company shall pay to each holder Purchaser of Registrable Securities Shares relating to such Registration Statement an amount in cash equal to one percent (1.0%) % of such holderPurchaser’s Pro Rata Interest in aggregate purchase price then paid through each applicable closing relating to the Aggregate Purchase Price applicable Registrable Shares on each of the following dates: (x) the day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) 30 days) thereafter until such Filing Failure is cured; (y) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) 30 days) thereafter until such Effectiveness Failure is cured; and (z) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph i. If (b) above, 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 Section 2(a), Section 2(b) or Section 2(f) of this Agreement is: is not (AI) not filed with the Commission SEC on or before the applicable Filing Deadline (a “Filing Failure”), ) or (BII) not declared effective by the Commission SEC on or before the applicable Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (iiB) on any day during after a Registration Statement has been declared effective by the Reporting Period and after the Effective DateSEC, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(n)(iv)) pursuant to such Registration Statement (including, without limitation, 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 a sufficient number of shares of Common Stockcomply with Section 2(f)) (a “Maintenance Failure,” and each of a Filing Failure, an Effectiveness Failure and a Maintenance Failure being referred to as a “Registration Default”), then, in addition to any other rights the holders may have under the Transaction Documents or under applicable law, then the Company shall pay pay, as partial liquidated damages (but not as a penalty) to each any holder of Registrable Securities relating Shares by reason of any such delay in or reduction of its ability to such Registration Statement sell its Shares (which remedy shall not be exclusive of any other remedies available at law or in equity), an amount in cash equal to one percent (1.0%) of the aggregate purchase price paid pursuant to the Securities Purchase Agreement for such holder’s Pro Rata Interest Registrable Securities required to be included in the Aggregate Purchase Price such Registration Statement on each of the following dates: (x1) the initial day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter following the Filing Failure until such Filing Failure is cured; (y2) the initial day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter following the Effectiveness Failure until such Effectiveness Failure is cured; and (z3) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter following the Maintenance Failure until such Maintenance Failure is cured. ii. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier of (Ii) the last day of the calendar month during which such Registration Delay Payments are incurred and (IIii) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. 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 one percent (1.0%) per month (on a 30/360 basis). Notwithstanding any provision herein or in the Securities Purchase Agreement, in no event shall the aggregate amount of Registration Delay Payments (or interest thereon) paid hereunder exceed, in the aggregate, 6% of the aggregate purchase price of the Shares purchased by the Buyers under the Securities Purchase Agreement. iii. A Registration Default shall be deemed not to have occurred and be continuing, and no Registration Delay Payments shall accrue as a result thereof, in relation to a Registration Statement if (i) the Registration Default has occurred solely as a result of any information supplied or failed to be supplied by an Investor to the Company expressly for use in connection with the preparation of such Registration Statement or (ii) such Registration Default has occurred solely as a result of material events with respect to the Company that would need to be described in such Registration Statement or the related Prospectus and the Company is proceeding promptly and in good faith to amend or supplement the Registration Statement to describe such events as required by Section 3(n); provided, however, that if such Registration Default pursuant to (ii) continues for a period in excess of forty-five (45) days beyond any permitted forty-five (45) or ninety (90) day suspension period (as provided by Section 3(n)), Registration Delay Payments shall be payable in accordance with this Section 2(g) from the day such Registration Default occurred until such Registration Default is cured.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (xi) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yv) on every thirtieth day after the day of an Effectiveness Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (zvi) on every thirtieth day after the initial day of a Maintenance Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 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. 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 one and one half percent (1.5%) per 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 any Registration Delay Payments accrue hereunder from and after the six (6) month anniversary of the Closing Date.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities other than as a result of a limitation on the maximum number of shares of Common Stock of the Company permitted to be registered by the staff of the SEC pursuant to Rule 415 (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: is (A) not filed with the Commission SEC on or before the applicable Filing Deadline (a “"Filing Failure”), ") or (B) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional applicable Effectiveness Deadline, as the case may be (an “"Effectiveness Failure”), ") or (iiiii) on any day during the Reporting Period and after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to 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 such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “"Maintenance Failure”), ") then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights remedies available at law or in equity, including, without limitation, specific performance or the holders may have under additional obligation of the Transaction Documents or under applicable lawCompany to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate principal amount outstanding of the Notes as of the applicable date of determination, whether or not included in such holder’s Pro Rata Interest in the Aggregate Purchase Price Registration Statement, on each of the following dates: (xi) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and on every thirtieth day thereafter (30th) day (prorated in each case pro rated for periods totaling less than thirty (30) days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (in each case pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (yvii) on the thirtieth day after the date of an Effectiveness Failure and on every thirtieth day thereafter (30th) day (prorated in each case pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (zviii) on the thirtieth day after the initial day date of a Maintenance Failure and on every thirtieth day thereafter (30th) day (prorated in each case pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “"Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 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. 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 one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate amount of Registration Delay Payments exceed, in the aggregate, 3% of the aggregate principal amount of the Notes outstanding for any thirty (30) day period as determined on the last day of such thirty (30) day period. Notwithstanding anything herein to the contrary, the Company shall not be obligated to pay any Registration Delay Payments with respect to any Registration Failure, Filing Failure, Effectiveness Failure or Maintenance Failure to an Investor resulting solely from a failure of such Investor to perform its obligations under this Agreement, including, without limitation, the failure to provide, after timely written request by the Company, information necessary for inclusion in a Registration Statement to the Company pursuant to the terms of this Agreement. For the avoidance of doubt, in no event shall a Registration Failure, Filing Failure, Effectiveness Failure or Maintenance Failure be deemed to arise as a result of, but solely to the extent of, a limitation on the maximum number of shares of Common Stock of the Company permitted to be registered by the staff of the SEC pursuant to Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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 2(a), 2(b) or 2(f) of this Agreement is: is not (A) not filed with the Commission SEC on or before the applicable Filing Deadline (a “Filing Failure”), or (B) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional applicable Effectiveness Deadline, as (ii) the case may be Company fails to timely perform its obligations set forth in clauses (an “Effectiveness Failure”), a) through (g) of Section 3 of this Agreement or (iiiii) on any day during after a Registration Statement has been declared effective by the Reporting Period and after the Effective Date, SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during the period (Athe “Post-Effective Period”) during beginning on the first day on which a post-effective amendment is required to be filed by the Company pursuant to the undertakings referred to in Rule 415 of the 1933 Act and ending on the earlier of (x) the forty-fifth (45th) day after such date and (y) the date on which such post-effective amendment is declared effective by the SEC (a “Post-Effective Period Deadline”) or an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (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 such Registration Statement (including, without limitation, 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 a sufficient number of shares of Common Stock, as determined in accordance with Section 2(f)) (a any such failure or breach being referred to as an “Maintenance FailureEvent,” and the date on which such Event occurs being referred to as the “Event Date”), ) then, in addition to any other rights the holders of Notes may have under the Transaction Documents hereunder or under applicable law, on each monthly anniversary of each such Event Date beginning with the first monthly anniversary of the applicable Event Date (if the applicable Event shall not have been cured by such date and if it has been cured, a pro rata amount of the amount that would otherwise be payable pursuant to this section 2(g) for the period from the Event Date or the last monthly anniversary of such Event Date to the date such Event Date has been cured) until the applicable Event is cured (each a “Liquidated Damages Payment Date”), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash cash, as partial liquidated damages and not as a penalty, with respect to each Liquidated Damages Payment Date, equal to one percent the product of (1.0%i) 1.5% of the original purchase price of the Registrable Securities held by such holder’s Pro Rata Interest in , multiplied by (ii) a fraction, the Aggregate Purchase Price on each numerator of the following dates: (x) the day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (y) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (z) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled the number of total calendar days which have passed since the immediately preceding Liquidated Damages Payment Date and the denominator of which shall be 30 calendar days. If the Company fails to pay any partial liquidated damages pursuant to this Section 2(g) in full in a timely manner, such payments shall bear interest at the rate of 1.00% per month (cprorated for partial months) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that until paid in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is curedfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the Filing Deadline (a “"Filing Failure”), ") or (B) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “"Effectiveness Failure”), ") or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “"Maintenance Failure”") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying Shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), then, but subject to the limitation set forth in addition to any other rights the holders may have under the Transaction Documents or under applicable lawlast sentence of this Section 2(f), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to (A) one percent (1.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such holder’s Pro Rata Interest in the Aggregate Purchase Price 's Registrable Securities on each of the following dates: (xi) the initial day of a Filing Failure; (ii) the initial day of an Effectiveness Failure; and (iii) the initial day of a Maintenance Failure, and (B) one percent (1.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such holder's Registrable Securities on each of the following dates: (i) on the thirtieth day after the day of a Filing Failure and on every thirtieth successive 30th day thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yii) on the thirtieth day after the day of an Effectiveness Failure and on every thirtieth successive 30th day thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (ziii) on the thirtieth day after the initial day of a Maintenance Failure and on every thirtieth successive 30th day thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “"Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. Notwithstanding the other provisions of this Section 2(f), in no event shall the Company be liable for damages in excess of 8% of the aggregate purchase price paid by the holders of Registrable Securities.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) aboveSection 10.2, 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: (Ai) not filed with the Commission on or before the Filing Deadline (a “Filing Failure”), or (Bii) not declared effective by the Commission on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (iib) on any day during the Reporting Period and after the Effective Effectiveness Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (Ai) during an Allowable Grace Period (as defined below) or (Bii) if the Registration Statement is on Form S-1, for a period of fifteen (15) 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 such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), then, in addition satisfaction of the damages to any other rights holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the holders may have under the Transaction Documents or under applicable lawunderlying shares of Common Stock, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) % of such holder’s Pro Rata Interest in the Aggregate Purchase Price on each of the following dates: (x) the day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) 30 days) thereafter until such Filing Failure is cured; (y) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) 30 days) thereafter until such Effectiveness Failure is cured; and (z) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) 30 days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c) 10.3 are referred to herein as “Registration Delay Payments”; provided, provided that no Registration Delay Payments shall be required following the termination of the Reporting Period; , and provided further, further that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) 10.3 exceed ten percent (10%) 6% of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby (as determined on the date of this Agreement) and required to be filed by the Company pursuant to Section 2(a) or (b) of this Agreement is: is (A) not filed with the Commission SEC on or before the Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”)) or (C) the Company does not file a request for acceleration of effectiveness of such Registration Statement to a time and date not later than 48 hours after the submission of such request within two (2) Business Days after the Company learns that no review of a particular Registration Statement will be made by the staff of the SEC or that the staff has no further comments on a particular Registration Statement and the National Association of Securities Dealers, or Inc. (the “NASD”) shall have cleared such Registration Statement pursuant to the Rule 2710 of the NASD, (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable a Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(l)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the purchase price of such holderInvestor’s Pro Rata Interest Registrable Securities required to be included in the Aggregate Purchase Price such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30or partial period ) days) thereafter after a Filing Failure until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter after an Effectiveness Failure until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30or partial period) days) thereafter after a Maintenance Failure until such Maintenance Failure is cured; provided, however, the aggregate amount of Registration Delay Payments shall not exceed twenty-four percent (24%) of the purchase price of such Investor’s Registrable Securities required to be included in such Registration Statement; provided, further, that amounts payable as Registration Delay Payments shall cease when the Investor no longer holds Debentures or Conversion Shares or in the event the Investor’s Conversion Shares or Warrant Shares can be immediately sold by the Investor in reliance on Rule 144(k). The payments to which a holder shall be entitled pursuant to this Section (c2(c) are referred to herein as “Registration Delay Payments.”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities REGISTRATION RIGHTS AGREEMENT required to be covered thereby (as determined on the date of this Agreement) and required to be filed by the Company pursuant to Section 2(a) or (b) of this Agreement is: is (A) not filed with the Commission SEC on or before the Filing Deadline (a “"Filing Failure”), ") or (B) not declared effective by the Commission SEC on or before the earlier of (x) the Effectiveness Deadline or Additional Effectiveness Deadline, as (y) three (3) Business Days of receipt by the case may Company of a written or oral communication from the SEC that the Registration Statement will not be reviewed or that the SEC has no further comments (an “"Effectiveness Failure") or (C) the Company does not file a request for acceleration of effectiveness of such Registration Statement to a time and date not later than 48 hours after the submission of such request within two (2) Business Days after the Company learns that no review of a particular Registration Statement will be made by the staff of the SEC or that the staff has no further comments on a particular Registration Statement and the National Association of Securities Dealers, Inc. (the “NASD”)) shall have cleared such Registration Statement pursuant to the Rule 2710 of the NASD, or (ii) on any day during the Reporting Period and after the Effective Date and before the Termination Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable a Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(l)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “"Maintenance Failure”), ") then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the Purchase Amount of such holder’s Pro Rata Interest Investor's unregistered Registrable Securities (“Purchase Amount”), the Registrable Securities attributable to which are required to be included in the Aggregate Purchase Price such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter after a Filing Failure until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter after an Effectiveness Failure until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30or partial period) days) thereafter after a Maintenance Failure until such Maintenance Failure is cured; provided, however, the aggregate amount of Registration Delay Payments shall not exceed six percent (6%) of such Purchase Amount; provided, further, that amounts payable as Registration Delay Payments shall cease when the Investor no longer holds any Common Stock and Warrants or in the event the Investor’s Common Stock or Warrant Shares can be immediately sold by the Investor in reliance on Rule 144(k) without any volume restrictions and the Company has removed legends restricting resale from the Warrant Shares and the Common Stock. The payments to which a holder shall be entitled pursuant to this Section (c2(c) are referred to herein as “"Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured."

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one (A) one-half of a percent (1.00.5%) of the aggregate principal amount of such holderInvestor’s Pro Rata Interest Notes relating to the Registrable Securities included in the Aggregate Purchase Price such Registration Statement on each of the following dates: (xi) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure and (B) one percent (1.0%) of the aggregate principal amount on each of the following dates: (i) on every thirtieth day after the day of a Filing Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yii) on every thirtieth day after the day of an Effectiveness Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (ziii) on every thirtieth day after the initial day of a Maintenance Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 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. 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 one percent (1.0%) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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) is not filed with the Commission SEC on or before the Filing Deadline (a “Filing Failure”), or (B) not declared effective by the Commission on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (ii) on any day during the Reporting Period and after the Effective Date, 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 (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(q)) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent the product of (1.0%A) the sum of (I) the product of the Conversion Price (as defined in the Commitment Note) multiplied by the principal amount of the Commitment Note held by such holder’s Pro Rata Interest in , plus (II) the Aggregate Purchase Price on each number of Registrable Securities multiplied by (B) the following dates: product of (I) 0.00033 multiplied by (II) the sum of (x) the day number of a days after the Filing Failure Deadline but prior to and on every thirtieth including the date which is one hundred and fifty (30th150) day (prorated for periods totaling less than thirty (30) days) thereafter until days after the Closing Date that such Filing Failure Registration Statement is cured; not filed with the SEC, plus (y) the day number of an Effectiveness Failure days after the date which is one hundred and on every thirtieth fifty (30th150) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure days after the Closing Date that the Registration Statement is cured; and not declared effective by the SEC, plus (z) the initial day number of a Maintenance Failure and days 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 every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is curedRegistration Statement pursuant to section 2(e). The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “"REGISTRATION DELAY PAYMENTS." At the holders' option, all or a portion of any Registration Delay Payments”; provided, that no Payment may be added to the principal amount of the Commitment Note in lieu of a cash payment. Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that paid in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 cash shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day business day after the event or failure giving rise to the Registration Delay Delayed Payments is cured. 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 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying Shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor’s Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yv) on every thirtieth day after the day of an Effectiveness Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (zvi) on every thirtieth day after the initial day of a Maintenance Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. Payments under this Section 2(f) are not cumulative, and any payment in respect of a Filing Failure, an Effectiveness Failure, or a Maintenance Failure, as the case may be, shall preclude any other such payment. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 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. 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 one percent (1.0%) per 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 of the Notes.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during after such Registration Statement has been declared effective by the Reporting Period and after the Effective Date, SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a Stock)(a “Maintenance Failure”), then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities Notes relating to such Registration Statement Statement: on the earlier of the last day of each 30 day period after a Filing Failure, an Effectiveness Failure and the initial day of a Maintenance Failure, as the case may be until such event is cured, or on the tenth Business Day after any such Filing Failure, Effectiveness Failure or Maintenance Failure is cured, an amount in cash equal to one percent the product of (1.0%i) the aggregate Principal (as defined in the Notes) of such holderInvestor’s Pro Rata Interest Notes convertible into Conversion Shares included in such Registration Statement (to the Aggregate Purchase Price extent that such Conversion Shares have not been sold) multiplied by (ii) 0.015, provided, however, that such payment shall apply on each a pro-rata basis for any portion of a 30 day period prior to the following dates: (x) the day cure of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (y) the day of an Failure, Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (z) the initial day of a or Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is curedas applicable. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments ” and shall be required following the cease to accrue upon termination of the Reporting Registration Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make any Registration Delay Payments pursuant to this Section 2(f) in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% per month, or such lower maximum amount as is permitted by law, (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) aboveSection 10.02, 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 (Ai) not filed with the Commission on or before the Filing Deadline (a “Filing Failure”), ) or (Bii) not declared effective by the Commission on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ; or (iib) on any day during the Reporting Period and after the Effective Effectiveness Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (Ai) during an Allowable Grace Period (as defined below) or (Bii) if the Registration Statement is on Form S-1, for a period of fifteen (15) 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 such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), then, in addition satisfaction of the damages to any other rights holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the holders may have under the Transaction Documents or under applicable lawunderlying shares of Common Stock, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) % of such holder’s Pro Rata Interest in the Aggregate Purchase Price on each of the following dates: (x) the day of a Filing Failure and on every thirtieth (30th) 30th day (prorated for periods totaling less than thirty (30) 30 days) thereafter until such Filing Failure is cured; (y) the day of an Effectiveness Failure and on every thirtieth (30th) 30th day (prorated for periods totaling less than thirty (30) 30 days) thereafter until such Effectiveness Failure is cured; and (z) the initial day of a Maintenance Failure and on every thirtieth (30th) 30th day (prorated for periods totaling less than thirty (30) 30 days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c) 10.03 are referred to herein as “Registration Delay Payments”; provided, ;” provided that no Registration Delay Payments shall be required following the termination of the Reporting Period; , and provided further, further that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) 10.03 exceed ten percent (10%) 6% of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (bi) above, if either: 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 2(a) of this Agreement is: is not (A) not filed with the Commission SEC on or before the applicable Filing Deadline (a “Filing Failure”), or (B) not declared effective by the Commission SEC on or before the applicable Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (ii) on any day during the Reporting Period and after the Effective Date, 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 (A) during an Allowable Grace Period (as defined belowin Section 3(s))) or (B) if pursuant to the Registration Statement is on Form S-1, for a period of fifteen (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 such Registration Statement (including, without limitation, including because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”Stock as determined in accordance with Section 2(e)), then, in addition as partial relief for the damages to any holder of the 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 rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each such holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent the product of (1.0%i) the total Aggregate Exercise Price (as defined in the Warrants) of all Warrants held by such holder’s Pro Rata Interest in holder and to which the Aggregate Purchase Price on each Registration Statement relates, multiplied by (ii) the sum of (A) 0.02, if the following dates: Registration Statement is not filed by the applicable Filing Deadline, plus (B) 0.02, if the 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 day number of a days after the applicable Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until Deadline that such Filing Failure Registration Statement is cured; not filed with the SEC, plus (y) the day number of an days after the applicable Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until Deadline that such Effectiveness Failure Registration Statement is cured; and not declared effective by the SEC, plus (z) the initial day number of a Maintenance Failure 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 Registrable Securities required to be included and maintained on every thirtieth such Registration Statement pursuant to Section 2(e). (30thii) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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.” Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. 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 the lesser of 1.5% per 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. Subject to paragraph (b) above, if either: 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: is not (A) not filed with the Commission SEC on or before the applicable Filing Deadline (a “Filing Failure”), or (B) not declared effective by the Commission SEC on or before the applicable Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (ii) on any day during the Reporting Period and after the Effective DateRegistration 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 (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (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 such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or Statement, to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Preferred Shares an amount in cash per Registrable Security or Warrant held by such Holder equal to one percent the product of (1.0%i) the number of Warrant Shares held by such holder plus the number of Warrant Shares issuable upon exercise of Warrants (without regard to any limitations on exercise) held by such Holder, multiplied by (ii) the greater of the Warrant Exercise Price (as defined in the Warrants) and the Closing Sale Price (as defined in the Warrants) of such holder’s Pro Rata Interest the Common Stock on the applicable date on which the Company incurred the payment obligation provided in this Section 2(e), multiplied by (iii) the Aggregate Purchase Price on each sum of (A) .02, if the following dates: 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) .00067 multiplied by (II) the sum of (x) the day number of a days after the Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until Deadline that such Filing Failure Registration Statement is cured; not filed with the SEC, plus (y) the day number of an days after the Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure Deadline that the Registration Statement is cured; and not declared effective by the SEC, plus (z) the initial day number of a Maintenance Failure and days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available for the sale of at least all the Registrable Securities required to be included on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is curedRegistration Statement. The payments to which a holder shall be entitled pursuant to this Section (c2(e) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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." Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day business day after the event or failure giving rise to the Registration Delay Delayed Payments is cured. 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 2.0% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the portion of the Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) allocable to the Note and Warrants and associated with such Investor’s Registrable Securities not included in and still unsold under such Registration Statement, on each of the following dates: (xi) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yv) on every thirtieth day after the day of an Effectiveness Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (zvi) on every thirtieth day after the initial day of a Maintenance Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier of (IA) the last day of the calendar month during which such Registration Delay Payments are incurred dates set forth above and (IIB) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. 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 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying Shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to (A) one and one percent (1.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor’s Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; and (iii) the initial day of a Maintenance Failure, and (B) two percent (2.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) on every thirtieth day after the day of a Filing Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yii) on every thirtieth day after the day of an Effectiveness Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (ziii) on every thirtieth day after the initial day of a Maintenance Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. 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 2.0% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). .” The first such Registration Delay Payment shall be paid within three on the date one hundred and twenty (3120) Business Days days after the event or failure giving rise to such Registration Registraton Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. 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 one percent (1.0%) per 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.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is not (A) not filed with the Commission on or before the applicable Required Filing Deadline (a “Filing Failure”), Date or (B) not declared effective by the Commission on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), applicable Required Effective Date or (ii) on any day during the Reporting Period and after the Effective Date, Registration Statement has been declared effective by the Commission sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (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 such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, or a failure to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”Statement), then, as partial relief for the damages to the Purchasers by reason of any such delay in addition or reduction of their ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder the Purchasers an aggregate per diem amount of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent Two Thousand Dollars (1.0%) of such holder’s Pro Rata Interest in the Aggregate Purchase Price on each of the following dates: (x) the day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (y) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (z) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured$2000). The payments to which a holder the Purchasers shall be entitled pursuant to this Section (c2(d) are referred to herein as “"Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months)". 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day business day after the event or failure giving rise to the Registration Delay Payments is cured. 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 1.5% per month, or the maximum rate permitted by applicable law, if less, (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) aboveSection 10.2, 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: (Ai) not filed with the Commission on or before the Filing Deadline (a “Filing Failure”), or (Bii) not declared effective by the Commission on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (iib) on any day during the Reporting Period and after the Effective Effectiveness Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (Ai) during an Allowable Grace Period (as defined below) or (Bii) if the Registration Statement is on Form S-1, for a period of fifteen (15) 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 such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), then, in addition satisfaction of the damages to any other rights holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the holders may have under the Transaction Documents or under applicable lawunderlying shares of Common Stock, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) % of such holder’s Pro Rata Interest in the Aggregate Purchase Price on each of the following dates: (x) the day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) 30 days) thereafter until such Filing Failure is cured; (y) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) 30 days) thereafter until such Effectiveness Failure is cured; and (z) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) 30 days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c) 10.3 are referred to herein as “Registration Delay Payments”; provided, provided that no Registration Delay Payments shall be required following the termination of the Reporting Period; , and provided further, further that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) 10.3 exceed ten percent (10%) 6% of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of up to six (6) months). 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: 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: is (A) not filed with the Commission SEC on or before the Filing Deadline (a “Filing Failure”), "FILING FAILURE") or (B) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), "EFFECTIVENESS FAILURE") or (ii) on any day during after such Registration Statement has been declared effective by the Reporting Period and after the Effective Date, SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”"MAINTENANCE FAILURE"), then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities Investor relating to such Registration Statement Statement: on the earlier of the last day of each 30 day period after a Filing Failure, an Effectiveness Failure and the initial day of a Maintenance Failure, as the case may be until such event is cured, or on the third Business Day after any such Filing Failure, Effectiveness Failure or Maintenance Failure is cured, an amount in cash equal to one percent the product of (1.0%i) of such holder’s Pro Rata Interest in the Aggregate Purchase Price multiplied by (ii) 0.02, provided, however, that such payment shall apply on each a pro-rata basis for any portion of a 30 day period prior to the following dates: (x) the day cure of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (y) the day of an Failure, Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (z) the initial day of a or Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is curedas applicable. The In the event the Company fails to make any payments to which a holder shall be entitled pursuant to this Section 2(f) in a timely manner, such payments shall bear interest at the rate of 1.0% per month, or such lower maximum amount as is permitted by law, (cprorated for partial months) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that until paid in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). 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 earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is curedfull.