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

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

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

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

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities and required to be filed by the Company pursuant to this Agreement is not filed within ten fifteen (1015) Business Days of the Filing Deadline, (ii) such a Registration Statement is not declared effective by the SEC on or before the Effectiveness Deadline or (iii) on any day after the Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to the Registration Statement (including, without limitation, because of a failure to keep the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the Registration Statement or to register sufficient Common Shares), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares relating to such Registration Statement an amount in cash per such Preferred Share held equal to the product of (i) $1,000 USD multiplied by (ii) the product of (I) .0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% per annum (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the Commission on or before the respective Filing Deadline or (10B) Business Days of the Filing Deadline, (ii) such a Registration Statement is not declared effective by the SEC Commission on or before the Effectiveness Deadline or (iiiii) on any day after the such Registration Statement has been declared effective by the SEC Commission (other than during an Allowable Grace Period) sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register sufficient shares of Common SharesStock), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares relating to such Registration Statement an amount in cash per such Preferred Share held applicable Purchaser liquidated damages at a rate equal to one percent (1.0%) for every thirty days after such failure (prorated for periods of less than 30 days) of the product total purchase price of the Registrable Securities purchased by such Purchaser pursuant to the Securities Purchase Agreement and held by such Purchaser as of the relevant date; provided, however, that in no event shall such damages, in the aggregate, exceed ten percent (i10%) $1,000 USD multiplied of the total purchase price of the Registrable Securities purchased by (ii) such Purchaser pursuant to the product of (I) .0005 multiplied by (II) the sum of (x) the number of Securities Purchase Agreement. Such payments shall be due within 5 days after the Filing Deadline that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Paymentsrelevant date.” Registration Delay Payments shall be paid on the earliest of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% per annum (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to any elections made pursuant to Section 4(b), if (i) a Registration Statement covering all the Registrable Securities and required to be filed by the Company pursuant to this Agreement is not filed within ten (10) Business Days of with the Commission on or before the Filing Deadline, (ii) such a Registration Statement Deadline or is not declared effective by the SEC Commission on or before the Effectiveness Deadline Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby, as described in Section 2(e) of this Agreement, is not filed with the Commission on or before the deadline described in Section 2(e) of this Agreement or is not declared effective by the Commission on or before the deadline described in Section 2(e) of this Agreement, (iii) on any day after the such Registration Statement has been declared effective by the SEC Commission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made as a matter of law (other than during an Allowable Grace Period (as defined in Section 3(p)3(n) of this Agreement) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register a sufficient number of shares of Common SharesStock), thenor (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), as partial relief for the damages (ii), (iii) and not (iv) above shall be referred to as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity"Registration Delay"), then the Company shall pay (1) to each holder of the Notes or Conversion Shares relating to such Registration Statement an amount in cash per such Preferred Share held equal to the product of (i) $1,000 USD the initial principal amount paid for the Note held by such holder or the related Conversion Shares multiplied by (ii) the product of (I) .0005 the percentage determined by dividing (A) the Applicable Percentage by (B) 30, multiplied by (II) the sum of (x) the number of days (including any partial days) after the Filing Deadline or the deadline described in Section 2(e) of this Agreement, as applicable, that the Registration Statement is not filedfiled with the Commission, plus (y) the number of days (including any partial days) after the Effectiveness Deadline or the deadline described in Section 2(e) of this Agreement that the Registration Statement is not declared effective by the SECCommission, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC Commission, the number of days (including any partial days) 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 and (2) to be included on each holder of the Warrants or Warrant Shares an amount in cash equal to the product of (i) the aggregate Exercise Price for such Registration Statement, provided that such number in clause Warrant or paid for the related Warrant Shares multiplied by (ii) shall not exceed 0.20. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest product of (I) the last day of percentage determined by dividing (A) the calendar month during which such Registration Delay Payments are incurredApplicable Percentage by (B) 30, multiplied by (II) the third Business Day sum of (x) 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 curednot filed with the Commission, plus (y) the number of days (including any partial days) after the Effectiveness Deadline or the deadline described in Section 2(e) of this Agreement, as applicable, that the Registration Statement is not declared effective by the Commission, plus (z) after the Registration Statement has been declared effective by the Commission, the number of days (including any partial days) that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all Registrable Securities. The "Applicable Percentage" shall mean (A) for periods that only include days on or before the day that is 60 days after the commencement of a Registration Delay, eight-tenths percent (0.8%), (B) for periods that only include days after the date that is 60 days after the commencement of a Registration Delay, one and two-tenths percent (1.2%) and (IIIC) upon written demand by for periods that include days both before and after the Purchasers. In date that is 60 days after the event commencement of a Registration Delay, a percentage equal to a fraction, the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments numerator of which shall bear interest at be the rate of 18% per annum (prorated for partial months) until paid in full.sum of

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

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

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities and required to be filed by the Company pursuant to this Agreement is not filed within ten (10) Business Days of the Filing Deadline, (ii) such a Registration Statement is not declared effective by with the SEC on or before the Effectiveness Filing Deadline or (iiiii) on any day after the Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(q)) pursuant to the Registration Statement (including, without limitation, because of a failure to keep the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the Registration Statement or to register sufficient shares of Common SharesStock), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares relating to such Registration Statement Registrable Securities an amount in cash per such Preferred Share held equal to the product of (iA) $1,000 USD 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, plus (II) the number of Registrable Securities multiplied by (iiB) the product of (I) .0005 0.00033 multiplied by (II) the sum of (x) the number of days after the Filing Deadline but prior to and including the date which is one hundred and fifty (150) days after the Closing Date that the such Registration Statement is not filedfiled with the SEC, plus (y) the number of days after the Effectiveness Deadline date which is one hundred and fifty (150) days after the Closing Date that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20Statement pursuant to section 2(e). The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “"REGISTRATION DELAY PAYMENTS." At the holders' option, all or a portion of any Registration Delay Payments.” Payment may be added to the principal amount of the Commitment Note in lieu of a cash payment. Registration Delay Payments paid in cash shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (II) the third Business Day business day after the event or failure giving rise to the Registration Delay Delayed Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 181.5% per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the respective Filing Deadline or (10B) Business Days of the Filing Deadline, (ii) such a Registration Statement is not declared effective by the SEC on or before the respective Effectiveness Deadline or (iiiii) on any day after the such Registration Statement has been declared effective by the SEC SEC, sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(q)) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register sufficient shares of Common SharesStock) (collectively the "Registration Delays"), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares Registration Delay (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares Notes relating to such Registration Statement an amount in cash per such Preferred Share held equal to the product of (i) $1,000 USD the aggregate Principal (as such term is defined in the Notes) convertible into Conversion Shares included in such Registration Statement of such Investor's Notes multiplied by (ii) the product of (I) .0005 .00033 for the first 30 days and ..00067 for all subsequent days multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not fileddays, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SECin each instance, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 181.5% per annum month (prorated for partial months) until paid in full. If, after the cure of all Registration Delays then in effect, there is a subsequent Registration Delay, a rate of .00033 will be used to compute the Registration Delay Payment for the first 30 days of the Registration Delay, regardless of the rate in effect with respect to any prior Registration Delay at the time of cure of such Registration Delay.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If If, subject to Sections 3 and 4 of this Agreement, (i) a Registration Statement covering all the Registrable Securities and required to be filed by the Company pursuant to this Agreement is not filed within ten (10) Business Days of with the Commission on or before the Filing Deadline, (ii) such a Registration Statement Deadline or is not declared effective by the SEC Commission on or before the Effectiveness Deadline Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby, as described in Section 2(e) of this Agreement, is not filed with the Commission on or before the deadline described in Section 2(e) of this Agreement or is not declared effective by the Commission on or before the deadline described in Section 2(e) of this Agreement, (iii) on any day after the such Registration Statement has been declared effective by the SEC Commission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made as a matter of law (other than during an Allowable Grace Period (as defined in Section 3(p)3(m) of this Agreement) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register a sufficient number of shares of Common SharesStock) or because the Company has failed to perform its obligations hereunder within the applicable time period required for such performance, or (iv) a Grace Period (as defined in Section 3(m) of this Agreement) exceeds the length of an Allowable Grace Period (each of the items described in clauses (i), then(ii), (iii) and (iv) above shall be referred to as a “Registration Delay”), then the Company shall pay, as partial relief for the liquidated damages and not as a penalty penalty, to any holder by reason holders of any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares relating to such Registration Statement Registrable Securities an amount in cash per such Preferred Share held equal to (the product of (i) $1,000 USD multiplied by (ii) the product of (I) .0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” ”) accruing, for each day in the Damages Accrual Period, (I) in respect of each Warrant Share issuable upon the exercise of each Warrant then outstanding, at a rate per annum equal to 0.25% of the Warrant Share Amount during the 90-day period immediately following the occurrence of any Registration Delay, which rate shall increase by 0.25% per annum of the Warrant Share Amount at the end of each subsequent 90-day period, but in no event shall such increases exceed in the aggregate 1.00% per annum of the Warrant Share Amount, and (II) in respect of each Warrant Share issued upon exercise of the Warrants, at a rate per annum equal to 0.25% of the Warrant Share Amount during the 90-day period immediately following the occurrence of any Registration Delay, which rate shall increase by 0.25% per annum of the Warrant Share Amount at the end of each subsequent 90-day period, but in no event shall such increases exceed in the aggregate 1.00% per annum of the Warrant Share Amount; provided that such Registration Delay Payments shall be paid only to the Investors who have complied with their obligations under Section 4 of this Agreement with respect thereto. Notwithstanding the foregoing, no Registration Delay Payments shall accrue as to any Registrable Security from and after the date such security is no longer a Registrable Security. The rate of accrual of the Registration Delay Payments with respect to any period shall not exceed the rates provided for in this paragraph notwithstanding the occurrence of multiple concurrent Registration Delays. The Registration Delay Payments shall accrue from the first day of the applicable Registration Delay, and shall be payable in cash on the earliest of (I) the last day of the calendar month during which such Registration Delay Payments are incurredincurred (each, (IIa “Damages Payment Date”) for the third Business Day after the event or failure giving rise period in which a Registration Delay exists and is not cured to the Registration Delay Payments is curedrecord holders of the Registrable Securities entitled thereto. Notwithstanding the foregoing, and (IIIthe parties agree that the sole damages payable for a violation of the terms of this Agreement with respect to which liquidated damages are expressly provided shall be such liquidated damages. Nothing shall preclude any Investor from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement in accordance with applicable law. All of the Company’s obligations set forth in this Section 2(f) upon written demand by the Purchasers. In the event the Company fails that are outstanding with respect to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest any Registrable Security at the rate of 18% per annum (prorated for partial months) time such security ceases to be a Registrable Security shall survive until paid such time as all such obligations with respect to such security have been satisfied in full.

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

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities and required to be filed by the Company pursuant to Section 2(a) or Section 2(e) of this Agreement is not (A) filed within ten with the SEC on or before the applicable Filing Deadline or (10B) Business Days of the Filing Deadline, (ii) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline Deadline, (ii) the Company fails to timely perform its obligations set forth in clauses (a) through (g) of Section 3 of this Agreement or (iii) on any day after the a Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)below) pursuant to the such Registration Statement (including, without limitation, including because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register sufficient shares of Common Shares)Stock, as determined in accordance with Section 2(e) (any such failure or breach being referred to as an “Event”, and the date on which such Event occurs being referred to as the “Event Date”) then, as partial relief in addition to any other rights the holders of Shares may have 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 damages and not as 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 penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity“Liquidated Damages Payment Date”), the Company shall pay to each holder of Shares relating to such Registration Statement an amount in cash per such Preferred Share held cash, as partial liquidated damages and not as a penalty, with respect to each Liquidated Damages Payment Date, equal to the product of (i) $1,000 USD 1.0% multiplied by the original purchase price of the Shares held by such holder multiplied by (ii) a fraction, the product numerator of (I) .0005 multiplied by (II) the sum of (x) which shall be the number of total calendar days after which have passed since the Filing Deadline that immediately preceding Liquidated Damages Payment Date and the Registration Statement is not filed, plus (y) the number denominator of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20. The payments to which a holder shall be entitled thirty (30) calendar days. If the Company fails to pay any partial liquidated damages pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in full in a timely manner, such Registration Delay Payments payments shall bear interest at the rate of 181.0% per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten (10) Business Days of with the SEC on or before the Filing Deadline, Deadline or (iiB) such a Registration Statement is not declared effective by the SEC on or before the Effectiveness Deadline or (iiiii) on any day after the such Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the Registration Statement (including, without limitation, because of a failure to keep the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register sufficient shares of Common SharesStock), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares Convertible Debentures relating to such Registration Statement an amount in cash per such Preferred Share held equal to the product of (i) $1,000 USD the Outstanding Principal Amount (as such term is defined in the Convertible Debenture) paid by such Investor for its Convertible Debentures multiplied by (ii) the product of (Ii) .0005 0.0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filedfiled with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days days, in any 365 day period each instance, after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month thirty (30) day period during which such Registration Delay Payments are incurred, incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 181.5% per annum month (prorated for partial months) until paid in full; provided, however, any such Registration Delay Payments due and owing to Crescent that are not paid in a timely manner shall not bear any interest but instead shall accrue a late fee 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. If (i) a Registration Statement covering all the Registrable Securities and required to be filed by the Company pursuant to this Agreement is not (A) filed within ten (10) Business Days of with the SEC on or before the Filing Deadline, Deadline or (iiB) such a Registration Statement is not declared effective by the SEC on or before the Effectiveness Deadline or (iiiii) on any day after the Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(t))) pursuant to the Registration Statement (including, without limitation, because of a failure to keep the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the Registration Statement or Statement, to register sufficient shares of Common SharesStock), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Preferred Shares relating to such Registration Statement an amount in cash per such Preferred Share held equal to the product of (i) $1,000 USD multiplied by (ii) the sum of (A) .02, if the Registration Statement is not filed by the Filing Deadline, plus (B) .02, if the Registration Statement is not declared effective by the Effectiveness Deadline, plus, (C) the product of (I) .0005 .000667 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the such Registration Statement is not filedfiled with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (II) the third Business Day business day after the event or failure giving rise to the Registration Delay Delayed Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 182.0% per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to any elections made pursuant to Section 4(b), if (i) a Registration Statement covering all the Registrable Securities and required to be filed by the Company pursuant to this Agreement is not filed within ten (10) Business Days of with the Commission on or before the Filing Deadline, (ii) such a Registration Statement Deadline or is not declared effective by the SEC Commission on or before the Effectiveness Deadline Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby, as described in Section 2(f) of this Agreement, is not filed with the Commission on or before the deadline described in Section 2(f) of this Agreement or is not declared effective by the Commission on or before the deadline described in Section 2(f) of this Agreement, (iii) on any day after the any such Registration Statement has been declared effective by the SEC Commission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made as a matter of law (other than during an Allowable Grace Period (as defined in Section 3(p)3(n) of this Agreement) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register a sufficient number of shares of Common SharesStock but excluding failures caused solely by a breach of the applicable Investor’s obligations hereunder), or (iv) a Grace Period (as defined in Section 3(n) of this Agreement) exceeds the length of an Allowable Grace Period (each of the items described in clauses (i), (ii), (iii) and (iv) above shall be referred to as a “Registration Delay”), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), ) the Company shall pay on the occurrence of each Registration Delay and every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Registration Delay is cured, (1) to each holder of the Notes or Conversion Shares relating to such Registration Statement an amount in cash per such Preferred Share held equal to the product of (i) $1,000 USD the initial principal amount at which the Notes held by such holder were issued or the initial conversion price paid for the related Conversion Shares multiplied by (ii) two percent (2%) and (2) to each holder of the Warrants or Warrant Shares an amount in cash equal to the product of (Ii) .0005 the Exercise Price for such Warrant or the related Warrant Shares multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20two percent (2%). The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” The Registration Delay Payments shall be paid in cash on the earliest earlier of (IA) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (IIB) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one and two-tenths percent (1.2%) per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to any elections made pursuant to Section 4(b), if (i) a Registration Statement covering all the Registrable Securities and required to be filed by the Company pursuant to this Agreement is not filed within ten (10) Business Days of with the Commission on or before the Filing Deadline, (ii) such a Registration Statement Deadline or is not declared effective by the SEC Commission on or before the Effectiveness Deadline Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby, as described in Section 2(e) of this Agreement, is not filed with the Commission on or before the deadline described in Section 2(e) of this Agreement or is not declared effective by the Commission on or before the deadline described in Section 2(e) of this Agreement, (iii) on any day after the such Registration Statement has been declared effective by the SEC Commission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made as a matter of law (other than during an Allowable Grace Period (as defined in Section 3(p)3(n) of this Agreement) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register a sufficient number of shares of Common SharesStock but excluding failures caused solely by a breach of the applicable Investor’s obligations hereunder), or (iv) a Grace Period (as defined in Section 3(n) of this Agreement) exceeds the length of an Allowable Grace Period (each of the items described in clauses (i), (ii), (iii) and (iv) above shall be referred to as a “Registration Delay”), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), ) the Company shall pay to on the occurrence of each holder of Shares relating to Registration Delay and every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Registration Statement Delay is cured, (the Company shall, for each such day, pay each Investor in cash, as liquidated damages and not as a penalty, an amount in cash per such Preferred Share held equal to 0.033% of the product Purchase Price (as defined in the Securities Purchase Agreement) of (i) $1,000 USD multiplied by (ii) the product of (I) .0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all Notes to which the Registrable Securities required to be included on such Registration StatementStatement relate; provided, provided however, that the aggregate amount of such number in clause (ii) damages shall not exceed 0.2025% of the Purchase Price of the Notes purchased by the Investor. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” The Registration Delay Payments shall be paid in cash on the earliest earlier of (IA) the later of (i) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (IIii) the third Business Day after the event or failure giving rise to the Registration Delay Payments first occurs and (B) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one and two-tenths percent (1.2%) per annum month (prorated for partial months) until paid in full. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registration Delay solely as a result of a comment received by the SEC requiring the Investors to be named as underwriters 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. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not filed within ten (10) Business Days of the Filing Deadline, (ii) such a Registration Statement is not declared effective by the SEC on or before the Effectiveness Deadline or (iiiii) on any day after the such Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(l)) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register sufficient shares of Common SharesStock), then, as partial full and entire relief for the any damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity)Registrable Securities, the Company shall pay to each holder of Shares relating to such Registration Statement Registrable Securities an amount in cash per such Preferred Share held equal to the product of (i) $1,000 USD the Purchase Price paid by such Buyer (as such term is defined in the Purchase Agreements) multiplied by (ii) the product of (I) .0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.200.005. The payments payment to which a holder shall be entitled pursuant to this Section 2(f2(d) are is referred to herein as “a "Registration Delay PaymentsPayment.” " A Registration Delay Payments Payment shall be paid on the earliest of (I) the last day of the calendar month quarter during which such Registration Delay Payments are Payment is incurred, (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make a Registration Delay Payments Payment in a timely manner, such Registration Delay Payments Payment shall bear interest at the rate of 1810% per annum (prorated for partial months) until paid in full. A Registration Delay Payment due and owing by the Company to an Investor shall be Investor's sole remedy for a breach by the Company of its obligations under Section 2 of this Agreement.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities and required to be filed by the Company pursuant to this Agreement is not filed within ten (10) Business Days of the Filing Deadline, (ii) such a Registration Statement is not declared effective by with the SEC on or before the Effectiveness Filing Deadline or (iiiii) on any day after the Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the Registration Statement (including, without limitation, because of a failure to keep the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the Registration Statement or to register sufficient shares of Common SharesStock), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares relating to such Registration Statement Notes and/or Warrants an amount in cash per such Preferred Share held equal to the product of (iA) $1,000 USD the sum of (I) the product of the Conversion Price (as defined in the Notes) multiplied by the principal amount (including accrued interest) of the Notes held by such holder, plus (II) the product of the number of Warrant Shares (as defined in the Warrants) times the Warrant Price (as defined in the Warrants), multiplied by (iiB) the product of (I) .0005 0.00033 multiplied by (II) the sum of (x) the number of days after the Filing Deadline but prior to and including the date which is 150 days after the Closing Date that the such Registration Statement is not filedfiled with the SEC, plus (y) the number of days after the Effectiveness Deadline date which is 150 days after the Closing Date that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20Statement pursuant to section 2(e). The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “"Registration Delay Payments.” " At the holders' option, all or a portion of any Registration Delay Payment may be added to the interest accrued under the Notes in lieu of a cash payment. Registration Delay Payments paid in cash shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (II) the third Business Day business day after the event or failure giving rise to the Registration Delay Delayed Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 181.5% per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities and required to be filed by the Company pursuant to this Agreement is not (A) filed within ten with the SEC on or before the Fling Deadline or (10B) Business Days of the Filing Deadline, (ii) such a Registration Statement is not declared effective by the SEC on or before the Effectiveness Deadline or (iiiii) on any day after the Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(t))) pursuant to the Registration Statement (including, without limitation, because of a failure to keep the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the Registration Statement or to register sufficient shares of Common SharesStock), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares relating to such Registration Statement Notes an amount in cash per such Preferred Share held equal to the product of (i) $1,000 USD the principal amount of the Notes held by each holder multiplied by (ii) the 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) .0005 0.000667 multiplied by (II) the sum (without duplication) of (x) the number of days after the Filing Deadline that the such Registration Statement is not filedfiled with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20Statement pursuant to Section 2(e). The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments"REGISTRATION DELAY PAYMENTS.” " Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 182.0% per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not filed within ten (10) Business Days of the Filing Deadline, (ii) such a Registration Statement is not declared effective by the SEC on or before the Effectiveness Deadline or (iiiii) on any day after the such Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(l)) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register sufficient shares of Common SharesStock), then, as partial full and entire relief for the any damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity)Registrable Securities, the Company shall pay to each holder of Shares relating to such Registration Statement Registrable Securities an amount in cash per such Preferred Share held equal to the product of (i) $1,000 USD the Purchase Price paid by such Buyer (as such term is defined in the Purchase Agreements) multiplied by (ii) the product of (I) .0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.200.005. The payments payment to which a holder shall be entitled pursuant to this Section 2(f2(d) are is referred to herein as “a "REGISTRATION DELAY PAYMENT." A Registration Delay Payments.” Registration Delay Payments Payment shall be paid on the earliest of (I) the last day of the calendar month quarter during which such Registration Delay Payments are Payment is incurred, (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make a Registration Delay Payments Payment in a timely manner, such Registration Delay Payments Payment shall bear interest at the rate of 1810% per annum (prorated for partial months) until paid in full. A Registration Delay Payment due and owing by the Company to an Investor shall be Investor's sole remedy for a breach by the Company of its obligations under Section 2 of this Agreement.

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

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities and required to be filed by the Company pursuant to this Agreement is not (A) filed within ten with the SEC on or before the applicable Filing Deadline or (10B) Business Days of the Filing Deadline, (ii) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline or (iiiii) on any day after the Registration Statement has been declared effective by the SEC (other than days during an Allowable Grace Period (as defined in Section 3(t)), sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to the Registration Statement (including, without limitation, because of a failure to keep the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the Registration Statement Statement, or to register sufficient shares of Common SharesStock), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Preferred Shares relating to such Registration Statement an amount in cash per such Preferred Share held equal to the product of (i) $1,000 USD 10,000 multiplied by (ii) the sum of (A) .02, if the Registration Statement is not filed by the Filing Deadline, plus (B) .02, if the Registration Statement is not declared effective by the Effectiveness Deadline, plus, (C) the product of (I) .0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the such Registration Statement is not filedfiled with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20. The payments to which a holder shall be entitled pursuant to this Section 2(f2(e) are referred to herein as “Registration Delay Payments"REGISTRATION DELAY PAYMENTS.” " Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (II) the third Business Day business day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 181.5% per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the applicable Registrable Securities and required to be filed by the Company pursuant to this Agreement is not (A) filed within ten with the SEC on or before the applicable Mandatory Filing Date or (10B) Business Days of the Filing Deadline, (ii) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline or (iiiii) on any day after the a Registration Statement has been declared effective by the SEC sales of all the applicable Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(t))) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register sufficient shares of Common SharesStock), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares applicable Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity, but which shall be taken into account in determining such other remedies), the Company shall pay to each holder of Shares relating to such Registration Statement Notes an amount in cash per such Preferred Share held equal to the product of (i) $1,000 USD the aggregate principal amount of the Notes convertible into Conversion Shares included in such Registration Statement held by such holder multiplied by (ii) the sum of (A) 0.02, if such Registration Statement is not filed by the applicable Mandatory Filing Date, plus (B) 0.02, if such Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus, (C) the product of (I) .0005 0.0005 multiplied by (II) the sum of (x) the number of days after the applicable Mandatory Filing Deadline Date (but not including any days after the applicable Effectiveness Deadline) that the such Registration Statement is not filedfiled with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the such Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the such Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale resale of at least all the applicable Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20Statement pursuant to Section 2(e). The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (II) the third (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 181.5% per annum month (prorated for partial months) until paid in full.

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

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed within ten with the SEC on or before the respective Filing Deadline or (10B) Business Days of the Filing Deadline, (ii) such a Registration Statement is not declared effective by the SEC on or before the respective Effectiveness Deadline or (iiiii) on any day after the such Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register sufficient shares of Common SharesStock), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares Investor relating to such Registration Statement an amount in cash per such Preferred Share held equal to the product of (i) $1,000 USD the Purchase Price 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 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) .0005 0.00493 multiplied by (II) the sum of (x) the number of days after the applicable Filing Deadline that the Registration Statement is not filedfiled with the SEC, plus (y) the number of days after the 30th day after applicable Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days days, in any 365 day period each instance, after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments"REGISTRATION DELAY PAYMENTS.” " Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 181.5% per annum month (prorated for partial months) until paid in full.

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

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

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities and required to be filed by the Company pursuant to Section 2(a) or Section 2(e) of this Agreement is not (A) filed within ten with the SEC on or before the applicable Filing Deadline or (10B) Business Days of the Filing Deadline, (ii) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline Deadline, (ii) the Company fails to timely perform its obligations set forth in clauses (a) through (g) of Section 3 of this Agreement or (iii) on any day after the a Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)below) pursuant to the such Registration Statement (including, without limitation, including because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register sufficient shares of Common Shares)Stock, as determined in accordance with Section 2(e) (any such failure or breach being referred to as an “Event”, and the date on which such Event occurs being referred to as the “Event Date”) then, as partial relief in addition to any other rights the holders of Notes may have 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 damages and not as 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 penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity“Liquidated Damages Payment Date”), the Company shall pay to each holder of Shares relating to such Registration Statement Notes an amount in cash per such Preferred Share held cash, as partial liquidated damages and not as a penalty, with respect to each Liquidated Damages Payment Date, equal to the product of (i) $1,000 USD 1.0% multiplied by the principal amount of the Notes held by such holder multiplied by (ii) a fraction, the product numerator of (I) .0005 multiplied by (II) the sum of (x) which shall be the number of total calendar days after which have passed since the Filing Deadline that immediately preceding Liquidated Damages Payment Date and the Registration Statement is not filed, plus (y) the number denominator of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20. The payments to which a holder shall be entitled thirty (30) calendar days. If the Company fails to pay any partial liquidated damages pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in full in a timely manner, such Registration Delay Payments payments shall bear interest at the rate of 181.0% per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities and required to be filed by the Company pursuant to this Agreement is not filed within ten (10) Business Days 15 days of the Filing Deadline, (ii) such a Registration Statement is not declared effective by the SEC on or before the Effectiveness Deadline or (iii) on any day after the Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the Registration Statement (including, without limitation, because of a failure to keep the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the Registration Statement or to register sufficient shares of Common SharesStock), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Preferred Shares relating to such Registration Statement an amount in cash per such Preferred Share held equal to the product of (i) $1,000 USD 10,000 multiplied by (ii) the product of (I) .0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in excess of twenty (20) days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the PurchasersBuyers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 181.5% per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities and required to be filed by the Company pursuant to this Agreement is not (A) filed within ten with the Commission on or before the applicable Required Filing Date or (10B) Business Days of the Filing Deadline, (ii) such a Registration Statement is not declared effective by the SEC Commission on or before the Effectiveness Deadline applicable Required Effective Date or (iiiii) on any day after the Registration Statement has been declared effective by the SEC Commission sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to the Registration Statement (including, without limitation, because of a failure to keep the Registration Statement effective, or a failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement or to register sufficient Common SharesStatement), then, as partial relief for the damages and not as a penalty to any holder the Purchasers by reason of any such delay in or reduction of its their ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder the Purchasers an aggregate per diem amount of Shares relating to such Registration Statement an amount in cash per such Preferred Share held equal to the product of Two Thousand Dollars (i) $1,000 USD multiplied by (ii) the product of (I) .0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.202000). The payments to which a holder the Purchasers shall be entitled pursuant to this Section 2(f2(d) are referred to herein as “"Registration Delay Payments.” ". Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (II) the third Business Day business day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 181.5% per annum month, 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. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to Section 2(a) of this Agreement is not filed within ten (10) Business Days of the Filing Deadline, (ii) such a Registration Statement is not declared effective by the SEC on or before the Effectiveness Deadline (an "EFFECTIVENESS FAILURE") or (iiiii) on any day after the Registration Statement has been declared effective by the SEC Effectiveness Deadline sales of all the Registrable Securities required to be included on such Registration Statement (other than shares of Common Stock which are contractually restricted from being sold or cannot be sold due to a requirement under applicable state blue sky laws or regulations which the Company is otherwise excused from compliance with hereunder) cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register sufficient shares of Common SharesStock)(a "MAINTENANCE FAILURE"), or (iii) from and after the Effectiveness Deadline, the Common Stock is not listed or quoted, or is suspended from trading on OTC Bulletin Board for a period of three Trading Days within any rolling 180 calendar day period (which need not be consecutive Trading Days) during the Registration Period (as defined below), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares Investor relating to such Registration Statement an amount equal to 1% of said Investor's total investment per month or part thereof. Such amount shall be payable in cash per the form of additional shares of Preferred Stock and such Preferred Share held equal to the product of (i) $1,000 USD multiplied by (ii) the product of (I) .0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Stock will constitute Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the PurchasersSecurities. In the event the Company fails to make Registration Delay Payments in a timely mannerissue such Preferred Stock within 30 days of the date the Company first becomes obligated to issue them hereunder, such Registration Delay Payments the Company shall bear pay interest on the value thereof (based on the price per share of $3.56 at the rate of 181.5% per annum month (prorated for partial months) until paid in full. To avoid confusion, Existing Holders shall not be entitled to any payment under this Section 2(g) with respect to any shares of Common Stock owned by them on the date of this Agreement.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities and required to be filed by the Company pursuant to this Agreement is not (A) filed within ten with the SEC on or before the applicable Filing Deadline or (10B) Business Days of the Filing Deadline, (ii) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline or (iiiii) on any day after the Registration Statement has been declared effective by the SEC SEC, sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to the Registration Statement (including, without limitation, because of a failure to keep the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the Registration Statement or Statement, to register sufficient shares of Common SharesStock) for a period of more than five (5) consecutive days or more than ten (10) days in a 365-day period (including days during Grace Periods (as defined in Section 3(t))), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Preferred Shares relating to such Registration Statement an amount in cash per such Preferred Share held equal to the product of (i) $1,000 USD multiplied by (ii) the sum of (A) 0.015, if the Registration Statement is not filed by the Filing Deadline, plus (B) 0.015, if the Registration Statement is not declared effective by the Effectiveness Deadline, plus, (C) the product of (I) .0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the such Registration Statement is not filedfiled with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number Statement and in clause excess of five (ii5) shall not exceed 0.20consecutive days or in excess of ten (10) days in a 365-day period (including days during Grace Periods). The payments to which a holder shall be entitled pursuant to this Section 2(f2(e) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (II) the third Business Day business day after the event or failure giving rise to the Registration Delay Delayed Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 181.5% per annum month (prorated for partial months) until paid in full.

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

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the applicable Registrable Securities and required to be filed by the Company pursuant to this Agreement is not (A) filed within ten with the SEC on or before the applicable Mandatory Filing Date or (10B) Business Days of the Filing Deadline, (ii) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline or (iiiii) on any day after the a Registration Statement has been declared effective by the SEC sales of all the applicable Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(t))) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register sufficient shares of Common SharesStock), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares applicable Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity, but which shall be taken into account in determining such other remedies), the Company shall pay to each holder of Shares relating to such Registration Statement Registrable Securities an amount in cash per such Preferred Share held equal to the product of (i) $1,000 USD the aggregate number of Registrable Securities held by such holder, multiplied by (ii) $2.00 (subject to adjustment for stock splits, stock dividends, stock combinations and other similar transactions after the date of this Agreement), multiplied by (iii) the sum of (A) 0.02, if such Registration Statement is not filed by the applicable Mandatory Filing Date, plus (B) 0.02, if such Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus, (C) the product of (I) .0005 0.0005 multiplied by (II) the sum of (x) the number of days after the applicable Mandatory Filing Deadline Date (but not including any days after the applicable Effectiveness Deadline) that the such Registration Statement is not filedfiled with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the such Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the such Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale resale of at least all the applicable Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20Statement pursuant to Section 2(e). The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (II) the third (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 181.5% per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities 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 (A) not filed within ten (10) Business Days of with the SEC on or before the Filing Deadline, Deadline (iia "Filing Failure") such a Registration Statement is or (B) not declared effective by the SEC on or before the earlier of (x) the Effectiveness Deadline or (iiiy) three (3) Business Days of receipt by the 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 Financial Industry Regulatory Authority (“FINRA ”) shall have cleared such Registration Statement pursuant to the Rule 5110 of the FINRA, (ii) on any day after the Registration Statement has been declared effective by Effective Date and before the SEC Termination Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable a Grace Period (as defined in Section 3(p3(l)) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register a sufficient number of shares of Common Shares), Stock) (a "Maintenance Failure") then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Shares Registrable Securities relating to such Registration Statement an amount in cash per such Preferred Share held equal to one percent (1.0%) of the product Purchase Amount of such Investor's unregistered Registrable Securities (“Purchase Amount”), the Registrable Securities attributable to which are required to be included in such Registration Statement on each of the following dates: (i) $1,000 USD multiplied by the day of a Filing Failure and on every thirtieth day after a Filing Failure until such Filing Failure is cured; (ii) the product day of an Effectiveness Failure and on every thirtieth day after an Effectiveness Failure until such Effectiveness Failure is cured; and (I) .0005 multiplied by (IIiii) the sum initial day of a Maintenance Failure and on every thirtieth day (xor partial period) after a Maintenance Failure until such Maintenance Failure is cured; provided, however, the number aggregate amount of days after the Filing Deadline that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) Delay Payments shall not exceed 0.20six 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) (or any successor thereto) 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 2(f2(c) are referred to herein as “"Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% per annum (prorated for partial months) until paid in full."

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a the Registration Statement covering all the Registrable Securities and required to be filed by the Company pursuant to this Agreement is not filed within ten (10) Business Days of on or prior to the Filing Deadline, (ii) such a Registration Statement is not declared effective by the SEC on or before the Effectiveness Deadline or (iii) on any day after the Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p3(r)) pursuant to the Registration Statement (including, without limitation, because of a failure to keep the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the Registration Statement or to register sufficient shares of Common SharesStock), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Preferred Shares relating to such the Registration Statement an amount in cash per such Preferred Share held equal to the product of (i) $1,000 USD 2.20 multiplied by (ii) 1.5% per month (prorated for partial months), until the product of applicable circumstance set forth in clauses (Ii), (ii), or (iii) .0005 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement above has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20remedied. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earliest of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the PurchasersBuyers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 181.5% per annum month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities and required to be filed by the Company pursuant to this Agreement is not (A) filed within ten with the SEC on or before 30 days after the applicable Filing Deadline or (10B) Business Days of the Filing Deadline, (ii) such a Registration Statement is not declared effective by the SEC on or before the applicable Effectiveness Deadline or (iiiii) on any day after the Registration Statement has been declared effective by the SEC SEC, sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(p)) pursuant to the Registration Statement (including, without limitation, because of a failure to keep the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the Registration Statement or Statement, to register sufficient shares of Common SharesStock), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Preferred Shares relating to such Registration Statement an amount in cash per such Preferred Share held equal to the product of (i) $1,000 USD multiplied by (ii) the sum of (A) .02, if the Registration Statement is not filed by the Filing Deadline, plus (B) .02, if the Registration Statement is not declared effective by the Effectiveness Deadline, plus, (C) the product of (I) .0005 .00067 multiplied by (II) the sum of (x) the number of days after the Filing Deadline that the such Registration Statement is not filedfiled with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause (ii) shall not exceed 0.20. The payments to which a holder shall be entitled pursuant to this Section 2(f2(e) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earliest earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (II) the third Business Day business day after the event or failure giving rise to the Registration Delay Delayed Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 182.0% per annum month (prorated for partial months) until paid in full. Notwithstanding the foregoing, the Company shall not be obligated to make payments for Registration Delay Payments or interest pursuant to this Section 2(e) in excess of the Penalty Cap Amount. "Penalty Cap Amount" means the sum of (A) $300,000 plus (B) to the extent the Company has issued the Mandatory Preferred Shares, $200,000. Each Buyer shall not be entitled to receive Registration Delay Payments pursuant to this Section 2(e) in excess of the product of (A) the Penalty Cap Amount and (B) a fraction, the numerator of which is the number of Initial Preferred Shares and Mandatory Preferred Shares issued to such Purchaser pursuant to the Securities Purchase Agreement and the denominator of which is the aggregate amount of all the Initial Preferred Shares and the Mandatory Preferred Shares issued to the Purchasers pursuant to the Securities Purchase Agreement (the "Penalty Allocation Amount"). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser's Preferred Shares, the transferee shall be allocated a pro rata portion of such Purchaser's Penalty Allocation Amount. In the event that any holder of Preferred Shares shall convert all of such holder's Preferred Shares prior to such holder receiving all of its Penalty Allocation Amount, then the difference between such holder's Penalty Allocation Amount and the Registration Delay Payments actually paid to such holder pursuant to this Section 2(e) shall be allocated to the respective Penalty Allocation Amounts of the remaining holders of Preferred Shares on a pro rata basis in proportion to the number of Preferred Shares then held by each such holder.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to any elections made pursuant to Section 4(b), if (i) a Registration Statement covering all the Registrable Securities and required to be filed by the Company pursuant to this Agreement is not filed within ten (10) Business Days of with the Commission on or before the Filing Deadline, (ii) such a Registration Statement Deadline or is not declared effective by the SEC Commission on or before the Effectiveness Deadline Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby, as described in Section 2(e) of this Agreement, is not filed with the Commission on or before the deadline described in Section 2(e) of this Agreement or is not declared effective by the Commission on or before the deadline described in Section 2(e) of this Agreement, (iii) on any day after the such Registration Statement has been declared effective by the SEC Commission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made as a matter of law (other than during an Allowable Grace Period (as defined in Section 3(p)3(n) of this Agreement) pursuant to the such Registration Statement (including, without limitation, because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the such Registration Statement or to register a sufficient number of shares of Common SharesStock but excluding failures caused solely by a breach of the applicable Investor’s obligations hereunder), or (iv) a Grace Period (as defined in Section 3(n) of this Agreement) exceeds the length of an Allowable Grace Period (each of the items described in clauses (i), (ii), (iii) and (iv) above shall be referred to as a “Registration Delay”), then, as partial relief for the damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying Shares of Common Shares Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), ) the Company shall pay on the occurrence of each Registration Delay and every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Registration Delay is cured, (1) to each holder of the Notes or Conversion Shares relating to such Registration Statement an amount in cash per such Preferred Share held equal to the product of (i) $1,000 USD the initial principal amount paid for the Note held by such holder or the related Conversion Shares multiplied by (ii) two percent (2%), (2) to each holder of the Warrants or Warrant Shares an amount in cash equal to the product of (Ii) .0005 the Exercise Price for such Warrant or the related Warrant Shares multiplied by (IIii) two percent (2%) and (3) to each holder of the Additional Investment Right Warrants an amount in cash equal to the product of (i) the sum of (x) the number of days after the Filing Deadline that the Registration Statement is not filed, plus (y) the number of days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (z) the number of days in any 365 day period after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) initial principal amount payable for the sale of at least all the Registrable Securities required to be included on such Registration Statement, provided that such number in clause applicable Additional Notes multiplied by (ii) shall not exceed 0.20two percent (2%). The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” The Registration Delay Payments shall be paid in cash on the earliest earlier of (IA) the last day of the calendar month during which such Registration Delay Payments are incurred, incurred and (IIB) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured, and (III) upon written demand by the Purchasers. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 18% one and two-tenths percent (1.2%) per annum month (prorated for partial months) until paid in full.